<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

   
                                FORM 10-KSB/A-1
    

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

                    For the fiscal year ended June 30, 1995
                                              -------------

                                       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 1-10196
                                                -------

                         Dimensional Visions Group, Ltd.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                             23-2517953               
----------------------------               -----------------------------
(State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)          Identification No.)


                718 Arch Street, Suite 202 N, Philadelphia 19106
                ------------------------------------------------
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (215) 440-7791
                                                     --------------
Securities registered pursuant to Section 12(b) of the Act:
                                                         None

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

                                  Common Stock
                                  ------------
                                (Title of Class)

                          Redeemable Class B Warrants 
                          ---------------------------
                                (Title of Class)

         Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the 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.

                                   X  YES                NO
                                  ---                ---
<PAGE>   2
         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.

         As of September 18, 1995, the number of shares of Common Stock
outstanding was 17,521,098.  The aggregate market value of the Company's Common
Stock held by non-affiliates of the registrant as of September 18, 1995 was
approximately $27,298,590 (based upon 17,471,098 shares at $1.5625 per share).

                   DOCUMENTS INCORPORATED BY REFERENCE:  NONE

         Certain exhibits are incorporated by reference to the Company's
Registration Statement on Form S-1, Form 10-KSB and Form 8-K as listed in
response to Item 13(a)(3) of Part III.





                                       2
<PAGE>   3
                                     PART I

ITEM 1.  BUSINESS

THE COMPANY

   
         Dimensional Visions Group, Ltd. ("DVG") was organized in 1988.  DVG
produces and markets lithographically printed stereoscopic prints commonly
referred to as three-dimensional prints.  The prints may be viewed without the
use of special glasses or other viewing apparatus.  DVG has applied for a
trademark for its three-dimensional products as the DV3D(TM) image.  DVG's
product lines are determined by the technical specifications of the polymer
based lenticular material on which the DV3D(TM) image is printed.  The DV3D(TM)
print product may be produced in varying sizes for specified customer
applications.   The current DV3D(TM) print product is designed for hand-held
viewing.
    

   
         On September 12, 1995, DVG, through a wholly-owned subsidiary,
acquired all the outstanding capital stock of InfoPak, Inc.  ("InfoPak").
InfoPak, located in Phoenix, Arizona, manufactures and markets hardware and
software information and method products and programs.  References herein to
the "Company" includes DVG and its wholly-owned subsidiaries.
    

         InfoPak was founded in 1992.  InfoPak has developed a system that
allows those that use large and cumbersome printed dated material an electronic
alternative which is easier to use.  The InfoPak Information System (the
"System") was designed to manage voluminous databases that change often and to
distribute information to remote locations where the System utilizes standard
telephone lines and personal computers (PC's) to distribute the information.
Information is stored on an InfoCard(TM) and displayed by a hand-held
InfoReader(TM).  The System has been designed to provide the owners and
publishers of the information many levels of security to ensure that piracy and
unauthorized use does not occur.  In essence, InfoPak distributes data
electronically then repackages directories onto InfoCards(TM) to be used in
InfoReaders(TM).  In many cases, InfoPak provides key business information to
the end user in just a few seconds when, historically, that process took days
or even weeks.

         InfoPak currently produces and markets the System to the residential
real estate agent marketplace as the InfoPak Portable MLS.  InfoPak is selling
the Portable MLS to realtors as an option to the printed Multiple Listing
Service Directory.  The InfoCard(TM) stores the real estate listings and the
operating program for portable access through the InfoReader(TM).

         Since its inception, the Company has been dependent upon the proceeds
of the sale of its securities, loans and sale of surplus equipment to conduct
its business.  There can be no assurance that the Company will generate
sufficient revenues from the sale of its products necessary to maintain its
cost structure or achieve profitability.





                                       3
<PAGE>   4
MARKETING

         Since its inception, DVG has been attempting to develop a commercially
acceptable product.  Management believes that during the first half of fiscal
1994, DVG was able to complete the development of its technologies necessary to
begin a sales and marketing effort.

         DVG initiated a sales and marketing program in January 1994 and
shipped its first commercial order in July 1994 and received additional orders
which have resulted in a limited amount of sales to date.  However, until
recently, the Company continued to lack adequate financial resources to begin
full operations which include a manufacturing/production executive, a creative
design employee and an adequate inventory of lenticular print material to fill
large volume orders.

         DVG is marketing commercial and promotional applications of its
DV3D(TM) print products to all users of graphic arts.  Some of the applications
of DV3D(TM) print products are packaging, book and magazine covers and inserts,
CD covers, trading cards, games, and greeting cards. Other proposed markets
include point-of-sale materials and displays, direct mail, specialty
advertising, premium incentives, trade show exhibits, and special events
promotion.

   
         DVG uses its own employees and independent sales agents in marketing
its products.  The independent sales agents are paid on a commission basis for
orders shipped, accepted and for which payment has been received.  DVG also
sells its products to independent marketing organizations. During the first six
months of fiscal 1995, DVG entered into a number of exclusive sales and
marketing agreements with independent sales and marketing organizations.  The
remaining two agreements relate to the sales and marketing of the DVG's
products for certain enumerated potential users, including, but not limited to,
comic books, greeting cards, magazines, and sports organizations.  The
agreements have specific performance goals to be met in order to retain
exclusive distribution rights for identified target accounts.
    

         To date, InfoPak has grown its business primarily through the use of
outside distributors.  The objective was to develop a wide-spread distribution
network in order to establish broad based customer acceptance in the real
estate marketplace.  Using this method of marketing, operations have been
established in over thirty cities in the United States and Canada.  Expansion
has been steady and is expected to continue during the foreseeable future.

         Presently, each distributor under contract with InfoPak receives an
exclusive marketing territory that may cover anywhere from one city to many
cities.  Territories are granted based upon the distributor's financial
strength, real estate industry experience, performance goals, and initial
purchase commitments.  The distributor maintains exclusivity as long as it
meets the





                                       4
<PAGE>   5
performance benchmarks outlined in its distribution agreement with InfoPak.
Although these benchmarks vary from one distributor to another, they all
encompass inventory purchase requirements which is one of InfoPak's sources of
revenue.

         InfoPak's revenues are primarily generated in two ways:  1) through
the sale of new Portable MLS InfoReaders(TM) to the distributor and 2) through
ongoing licensing revenue collected from the distributor for each InfoPak
Portable MLS InfoReader(TM) in operation.  The licensing fee is assessed for
ongoing MLS data delivery, system support, and system maintenance, and normally
begins the thirteenth month following activation of an InfoReader(TM).
Distributors, in turn, either lease or sell the InfoReaders(TM) to the end
customer (normally realtors), collecting monthly licensing fees for ongoing
support in all cases.  A portion of this licensing fee is what is returned to
InfoPak as described above.

         To further enhance market penetration in addition to expansion through
outside distributors, InfoPak is pursuing market growth through direct Company
sales and marketing whereby it will contract with Real Estate Boards and
Associations directly to establish sales and marketing activities at those
sites without the assistance of outside distributors.  Initially, InfoPak's
direct Company marketing campaign is targeting small to medium size Real Estate
Boards and Associations which are interested in using the InfoPak system,
without the aid of outside distributors.

PRODUCTION

         DVG controls or supervises all phases of the production of the
DV3D(TM) print product from the stereoscopic photography and proprietary image
compositing through the color separation and printing.

         There are four basic phases of the manufacturing process, the multiple
image stereoscopic photography, the multiple image compositing of the DV3D(TM)
image to create a master transparency, the color separation of the master
transparency and the printing of the separated image on polymer based
lenticular material.  Lenticular material is a plastic optical material that
allows the three-dimensional image to be viewed without the use of any viewing
apparatus such as glasses, hoods, etc.  The process involves, in part, the
taking and then compositing of numerous photographs of a subject in order to
create a single stereoscopic master image.  The technology involves a computer
controlled camera mounted on a micro-positioning mechanism and imaging system
taking numerous photographs of a subject.  The camera is mobile and takes
photographs from various positions and angles.  The photos are then composited
in a clean room/photo laboratory to create a single stereoscopic master
transparency.  The present stereoscopic photographic system used by the Company
can only produce an image of stationary objects.   The DV3D(TM) image is then
sent to a commercial separator and printer where the master image, with the use
of the Company's proprietary methods and knowledge, is separated and, through
the lithographic process, printed on a





                                       5
<PAGE>   6
polymer based lenticular material which focuses the multi-dimensional images.
The Company produces the multi-image, stereoscopic photography and compositing
of the DV3D(TM) image for the master transparency at its facilities in
Philadelphia, Pennsylvania.  Proprietary color separation and printing are done
under the supervision of the Company with third-party vendors.

   
         The polymer based lenticular material on which the DV3D(TM) image is
printed is supplied by producers in the petrochemical and plastic fabricating
industries.  The DV3D(TM) image is printed on the polymer based lenticular
material by commercial lithographic printing processes.  In the printer's
pre-press preparation stage, state-of-the-art computerized photo-equipment is
necessary because production specifications for the DV3D(TM) image require
ultra-accurate tolerances.  The Company has established working arrangements
with third-party separators and a printer on a per order basis.
    

         InfoPak's product is manufactured by a third party pursuant to a
Turnkey Agreement with Elamex, S.A. de C.V.  The Turnkey Agreement provides for
the manufacture of the portable MLS InfoReader(TM) whereby creditworthy
purchase orders are placed directly through InfoPak with Elamex.  Receivables
are assigned to a lockbox and upon receipt are distributed in accordance with
the costs of goods as agreed upon between InfoPak and Elamex.

PATENTS, TRADEMARKS AND PROPRIETARY PROTECTION

         In November 1988 concurrent with the initial public offering of its
securities, the Company was assigned the rights to a patent, "Method and
Apparatus For Stereoscopic Photography."  However, because applications were
not filed on a timely basis in other countries, except Canada, prior to the
patent being issued and before the Company's acquisition of the patent rights,
patent applications cannot be filed in any other country. The patent covers a
method and apparatus for taking three-dimensional pictures of an object in
which a plurality of cameras are used, or a single camera is operated
sequentially, on a side by side basis to take a plurality of separate pictures
of the same object. In September of 1990, the Company was issued an additional
patent, "Electronic (digitalized) Method and Apparatus For Stereoscopic
Photography", which can be used on the Company's photographic process.

         In February 1993, certain officers of InfoPak sold and assigned
technology as set forth in a patent application "System and Method for Printing
Data and Program Code to a Card for Use by a Realtor" to InfoPak.  In August
1993, certain officers of InfoPak sold and assigned certain technology as set
forth in a patent application "System and Method for Credit Card Verification
System" to InfoPak.  InfoPak also has a patent application "Electronic
Telephone Directory with Interchangeable Listings".  All patent applications
are pending before the Patent and Trademark Office.  The Company  enters into
confidentiality agreements with all persons and entities who or which may have
access to its technology. However, no assurance can be given that such
agreements, the patents or any additional patents which may be issued to the





                                       6
<PAGE>   7
Company will prevent third parties from developing similar or competitive
technology. There can be no assurance that the patents will provide the Company
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 the Company will have sufficient
resources to either institute or defend any action, suit or other proceeding by
or against the Company with respect to any claimed infringement of patent or
other proprietary rights. In the event that the Company 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 the Company's operations.
Furthermore, there can be no assurance that the Company's technologies will not
infringe patents or other rights owned by others, licenses to which may not be
available to the Company.

   
         The Company has applied to register the DV3D(TM) mark with the Patent
and Trademark office.
    

COMPETITION

         Other processes currently are available which allow a viewer to
perceive an image in three-dimension, including those which employ
stereoglasses and viewing hoods and other processes, such as holograms and
other three-dimensional image systems, which do not require the use of viewing
apparatus. The Company is aware of at least three companies which manufacture
equipment capable of producing traditional three-dimensional images for
commercial or consumer use, all of which have substantially greater financial
and other resources than the Company. Various systems exist for taking
traditional three-dimensional photographs, including a system providing for the
taking of two pictures from different angles using filters, requiring glasses
for viewing and the use of a plurality of cameras spaced side by side or in an
arc around the subject. Holographic and other stereoscopic techniques, when
perfected, may result in three-dimensional images which will be directly
competitive with the Company's products.  Further, the Company's products are
substantially 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 advertising contexts.
Certain of the Company's competitors, who may have substantially greater
financial and organizational resources than the Company have developed
three-dimensional processes, such as Optigraphics, Inc., which compete with the
Company's products.

         Management of InfoPak believe that no other product competes directly
with the InfoPak Portable MLS because of the single application function that
it provides its subscribers.  However, many companies with far greater
resources than InfoPak offer palm-top and lap-top computers for use with
Multiple Listing Service Systems.  No assurance can be given that such other
companies may not redesign their products specifically for the real estate
niche market that InfoPak sells its Portable MLS.





                                       7
<PAGE>   8
EMPLOYEES

         The Company has fourteen employees.  DVG employs six persons, three of
whom are executive officers.  InfoPak employs eight persons, four of whom are
executive officers.





                                       8
<PAGE>   9
CONSOLIDATED SELECTED 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, some of which are included elsewhere in this report.



<TABLE>
<CAPTION>
=========================================================================================================================
                              Year Ended         Year Ended          Year Ended          Year Ended          Year Ended
                             June 30, 1995      June 30, 1994       June 30, 1993       June 30, 1992      June 30, 1991
-------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>                  <C>                  <C>                <C>
Operation revenue              $134,028             $ -0-                $ -0-             $  166,385             $ -0-
-------------------------------------------------------------------------------------------------------------------------
Net Loss                    ($1,192,332)        ($1,069,642)         ($1,327,258)         ($4,033,997)       ($3,911,359)
-------------------------------------------------------------------------------------------------------------------------
Net loss per share of             ($.07)              ($.07)               ($.10)               ($.39)             ($.44)
common stock
-------------------------------------------------------------------------------------------------------------------------
Balance Sheet Data:
-------------------------------------------------------------------------------------------------------------------------
Working capital
(deficit)                     ($138,013)           ($85,149)           ($305,014)           ($297,463)         ($704,527)
-------------------------------------------------------------------------------------------------------------------------
Total assets                   $451,237            $449,725             $636,133           $2,870,149         $4,675,768
-------------------------------------------------------------------------------------------------------------------------
Total Liabilities            $2,502,230          $1,464,861             $692,027           $2,273,631         $2,521,633
-------------------------------------------------------------------------------------------------------------------------
Stockholders' equity
(deficiency)                ($2,050,993)        ($1,015,136)            ($55,894)            $596,518         $2,154,135
=========================================================================================================================
</TABLE>


ITEM 2.  DESCRIPTION OF PROPERTY

         DVG leases approximately 5,485 rentable square feet, for its
administration and technical operations.  The term of the lease is five years,
expiring on February 28, 1999.  The annual fixed rent of $23,595 for the first
year, $58,963 in year two, $60,335 in year three, $61,706 in year four and
$63,077 in the fifth year.

DVG leases approximately 770 square feet of office space in Los Gatos,
California.  DVG leases the space for the use by its Executive Vice President,
Director of Research and Product Development, and its Chairman of the Board of
Directors, who reside in California.  The monthly rent is $1,042, subject to
normal adjustments, on a month to month basis.

         InfoPak leases approximately 1,800 square feet of office space in
Phoenix, Arizona.  The monthly rent is $1,227 on a month to month basis.





                                       9
<PAGE>   10

ITEM 3.  LEGAL PROCEEDINGS.  None



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  None





                                       10
<PAGE>   11
                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

         The principal market for the Company's Common Stock is the National
Association of Securities Dealers, Inc.  over-the-counter market, on the
Electronic Bulletin Board.  The trading symbol for the Common Stock is
"DVGL.U".  The Company does not believe that any trading market exists for its
Series "B" Redeemable Common Stock Purchase Warrants.

         On August 25, 1992, the Company's securities were delisted from the
NASDAQ trading system.  Since that time the Company's Common Stock has been
listed on the Electronic Bulletin Board.

         Public trading in the Company's Common Stock commenced in November
1988.  Set forth below are the high and low bid prices for the Company's Common
Stock by the Company's fiscal quarters beginning July 1, 1994, as quoted by the
National Quotation Bureau.  The prices represent prices between dealers, do not
include retail mark-ups, mark-downs or commissions and may not represent actual
transactions.


<TABLE>
<CAPTION>
                     -------------------------------------------------
                             Fiscal 1994              High        Low
                             -----------              ----        ---
                     -------------------------------------------------
                     <S>                              <C>         <C>
                     First Quarter                    $.44        $.09
                     -------------------------------------------------
                     Second Quarter                   $.81        $.16
                     -------------------------------------------------
                     Third Quarter                    $.41        $.16
                     -------------------------------------------------
                     Fourth Quarter                   $.28        $.13
                     -------------------------------------------------
<CAPTION>
                             Fiscal 1995
                             -----------
                     -------------------------------------------------
                     <S>                              <C>         <C>
                     First Quarter                    $.41        $.19
                     -------------------------------------------------
                     Second Quarter                   $.47        $.22
                     -------------------------------------------------
                     Third Quarter                    $.44        $.19
                     -------------------------------------------------
                     Fourth Quarter                   $.75        $.19
                     -------------------------------------------------
<CAPTION>
                             Fiscal 1996
                             -----------
                     -------------------------------------------------
                     <S>                             <C>          <C>
                     First Quarter (through          $2.76        $.75
                     September 18, 1995)
                     =================================================
</TABLE>





                                       11
<PAGE>   12

HOLDERS

         As of September 18, 1995, the number of stockholders of record was
369, not including beneficial owners whose shares are held by banks, brokers
and other nominees.  The Company estimates that it has approximately 1,500
stockholders in total.

DIVIDENDS

         The company has paid no dividends 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.  The dividend is currently being
accrued.  As of June 30, 1995, the unpaid cumulative dividends totaled
approximately $151,750.  See Note 6 of Notes to Consolidated Financial
Statements.





                                       12
<PAGE>   13
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

FISCAL YEARS 1993 AND 1994

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 1994, the Company had a working capital deficiency of
$85,149, compared with a working capital deficiency of $305,014 in 1993.
During the period ended June 30, 1994, the Company raised approximately
$880,000 through the sales of its promissory notes in a private placement.

RESULTS OF OPERATIONS

         During the fiscal year ended June 30, 1994, the Company remained a
development stage company.  The net loss for the period was $1,069,642,
compared with a net loss of $1,327,258 for the fiscal year ended June 30, 1993.
The decrease in the net loss reflects management's continued efforts to control
costs.  During the fiscal year ended June 30, 1994, the Company paid consulting
fees and expenses of approximately $190,000 which included fees and expenses
paid to the Company's Chief Executive Officer and the Company's Director of
Sales and Marketing which were not related to research and development.  The
Company paid consulting fees of approximately $59,000 relating to research and
development.  Salaries totaled approximately $170,000 during the period.  Other
expenses during the period included plastic and materials and printing expenses
of approximately $51,000, travel and related expenses of approximately $40,000
and approximately $99,000 for office rent and utilities expenses.  Interest
expense for the period was approximately $73,000 which was accrued.

         During the period, the Company continued to refine its technologies
which included seeking printers and separators capable of translating the
DV3D(TM) image into a high resolution lithographically printed product.  The
Company spent approximately six months with one printer before deciding that it
was not capable of producing the desired results.  In January of 1994, the
Company began working with a printer that has produced what the Company
believes is an acceptable product.  The Company has also established
relationships with two separators.

         In September 1993, the Company engaged the services of a full-time
Director of Sales and Marketing to design and implement a plan for bringing the
Company's DV3D(TM) product to the marketplace.  The Company also retained the
services of independent marketing agents to market its DV3D(TM) product
throughout the country.  Problems encountered with the Company's then current
printer resulted in the curtailing of marketing activities until the third
quarter of fiscal 1994, although the Company continued to make contact with
potential customers through referrals, direct mail and telephone.





                                       13
<PAGE>   14
         
FISCAL YEARS 1994 AND 1995

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 1995, the Company had a working capital deficiency of
$138,013, compared with a working capital deficiency of $85,149 in 1994.
During the period ended June 30, 1995, the Company raised $757,000 through the
sale of its promissory notes in private placements and approximately $39,000
through the exercise of warrants. The Company's selling and marketing efforts
had been limited until adequate funding was obtained.  During the period the
Company was taking selected orders based upon availability of inventory used in
the production process.

         On April 25, 1995, substantially all of the long term note holders
(see Note 5 of Notes to Consolidated Financial Statements) agreed to defer all
interest payments on the notes until the notes mature beginning in fiscal 1997,
or upon the consummation of long term financing and/or strategic partner
relationship, to convert the notes and accrued interest into 8% Series B
Convertible Preferred stock through the exercise of the Series B Redeemable
Warrants.  As of September 18, 1995, there was approximately $1,942,000
principle amount of long-term notes issued.  Management believes that the
InfoPak acquisition and the raising of $750,000 through the sale of Common
Stock meets the conditions by which conversion of the long-term notes will
occur.  However, no assurance can be given as to how many of the long-term
notes will be converted into Series B Redeemable Warrants.

RESULTS OF OPERATION

         During the fiscal year ended June 30, 1995, the Company began limited
production.  The net loss for the period was $1,192,332 compared with a net
loss of $1,069,642 for the fiscal year ended June 30, 1994. For the period the
Company paid consulting fees and expenses of approximately $235,000 which were
not related to research and development, and consulting fees of approximately
$137,720 relating to research and development.  Salaries totaled approximately
$243,000 during the period.  Other expenses during the period included outside
production costs consisting of plastic, printing and separating of
approximately $117,000, travel and related expenses of approximately $62,000
and approximately $72,000 for office rent and utilities expenses.  Professional
fees for the period were approximately $46,000.  Interest expense for the
period totaled approximately $208,700 which includes $141,200 of accrued
interest and $67,500 of additional interest relating to the issuance of
warrants.

         Revenues for the period were approximately $135,000.  Operational
funding needed to fully commence operations, i.e., purchase additional
inventory and equipment, offer a variety of DV3D(TM) products, hire additional
personnel and maintain good working relationships with third party vendors was
not obtained until after the period.





                                       14
<PAGE>   15
         The Company's independent auditors report contains an explanatory
paragraph regarding the ability of the Company to continue as a going concern.

EVENTS SUBSEQUENT TO JUNE 30, 1995

         The Company has been funding its operations by selling its securities
in private placements, short-term borrowing, equipment sales, and accruing
compensation to certain employees and consultants.

   
         Subsequent to June 30, 1995, the Company raised a total of $895,000
through the private placement of secured notes and Common Stock, which has
allowed DVG to commence full operations. The $145,000 secured 10% notes
(including (i) warrants to purchase 14,500 shares of Series B Convertible
Preferred, each share of which is convertible into 100 shares of the Company's
Common Stock, and (ii) warrants to purchase 105,000 shares of the Company's
Common Stock) were sold for $145,000.  The Company sold 3,000,000 shares of its
Common Stock through a Regulation S stock offering for $750,000.  At the time
the Company initially entered into negotiations for the Regulation S offering,
the market price of its common stock ranged between $.40 and $.75 per share. 
When negotiations were concluded, the market price approximated $1.89 per
share, however, the purchasers were unwilling to increase their offered
purchase price.  As the Company had been attempting to raise funds for a period
of time with limited success, the Board of Directors determined that the above
offering was still in the best interest of the Company in order to contintue
its financial viability. Also, at the time of the offering, the Company
anticipated a second funding through the same placement agent at a smaller
discount from the market price for an amount considerably more than the above
offering.  However, the second placement did not occur.
    

   
         In September 1995, the Company acquired all of the outstanding capital
stock of InfoPak for 500,000 shares of its Series P Convertible Preferred
Stock, each share of which is convertible into 10 shares of the Company's
Common Stock.  For the fiscal year ended December 31, 1994, InfoPak had revenue
from sales of $2,199,089, a net loss of $191,617 and a retained earnings
deficit at the end of the year of $327,487.
    

   
         The Company believes it has sufficient funds to maintain its DVG
operations for the balance of the current fiscal year. InfoPak is currently in
discussions with a major distributor regarding renegotiation of a distribution
agreement.  It is possible that InfoPak and the distributor may not reach an
agreement.  InfoPak has developed an alternative marketing program, which may
have the effect of slower sales until the marketing program is developed and
fully operational.  The Company can give no assurances that it will not need
additional funds for InfoPak's operations.  The Company intends to seek
additional funding to expand both DVG and InfoPak's business to include new
products and increased research development activity.  No assurance can be
given that the Company will be able to obtain funds sufficient to meeting its
capital needs.  The Company's outside auditors have qualified their report as
to the ability of the Company to continue as a going concern.
    

ITEM 7.  FINANCIAL STATEMENTS

         The consolidated financial statements required to be filed pursuant to
this Item 7 begins on page F-1 of this report.  Such consolidated financial
statements are hereby incorporated by reference into this Item 7.

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





                                       15
<PAGE>   16
                                    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 as of September
18, 1995 are as follows:

   
<TABLE>
<CAPTION>
Name                              Age                       Position
----                              ---                       --------
<S>                               <C>              <C>
George S. Smith (1)(2)            60               Director, Chairman of the Board of Directors

Steven M. Peck (2)                38               Chief Executive Officer, President, Chief Financial Officer of DVG and Director

Sean F. Lee (2)                   55               Chief Executive Officer of InfoPak, Inc. and Director

James W. Porter, Jr. (1)(2)       45               Director

William A. Knegendorf (1)         50               Director
</TABLE>
    

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

(1)      Members of the Audit Committee
(2)      Members of the Compensation Committee
    

   
         Mr. Smith was appointed Chairman of the Board in April 1992.  From
April 1992 until September 12, 1995, Mr. Smith served as the Chief Executive
Officer of DVG.  From 1980 to 1988, Mr. Smith was a Senior Vice-President at
Drexel Burnham Lambert.  From 1988 to 1990 he was a Senior Vice President at
Shearson Leahman Brothers.  From September 1990 until April 1992, Mr. Smith was
on sabbatical for corrective back surgery.  Mr. Smith is an honors graduate in
economics with a minor in engineering from San Jose State University.
    

   
         Mr. Peck was appointed to his position in September 1995.  Prior to
his joining the Company, Mr. Peck had been a private investor since March,
1995.  From 1986 to March, 1995, Mr. Peck was with the Bachman Company, a snack
food manufacturer, as their Director of Marketing.  From 1982-1986, Mr. Peck
was Director of Marketing at Fleer Corporation, a manufacturer of
confectionery, sports/entertainment trading cards and other licensed products.
Mr. Peck graduated from the University of North Carolina with a Bachelor of
Arts Degree.
    

   
         Mr. Lee was appointed a Director in September 1995.  Mr. Lee has
served as InfoPak's
    





                                       16
<PAGE>   17
   
Chief Executive Officer since January 1992.  In April 1994, Mr. Lee co-founded
and became Chairman of the Board of Directors of Auto X-ray, Inc., a privately
held company (diagnostic system for American automobiles).  From September 1988
until December 1991, Mr.  Lee served as a director, Chief Executive officer and
President of Builder's Express, a publicly held company based in San Antonio,
Texas which filed for bankruptcy under Chapter 7 of the U.S. Bankruptcy Code in
1991.
    

   
         Mr. Porter was appointed to the Board of Directors in August 1995.
Mr. Porter is the President and the principal shareholder of Avonwood Capital
Corporation, a venture capital and management consulting firm which Mr. Porter
co-founded in January 1995.  From April 1990 to August 1994, Mr. Porter was the
Chief Executive Officer of OESI Power Corporation, a geothermal energy firm.
    

   
         Mr. Knegendorf was appointed to the Board of Directors in September
1995.  Since January 1995, Mr. Knegendorf has served as a Managing Director and
Chief Financial Officer of Avonwood Capital Corporation.  From November 1992 to
November 1994, Mr.  Knegendorf was the owner and principal of Key Value
Systems, a business consulting firm.  From 1988 to November 1992, Mr.
Knegendorf was the Chief Financial Officer of Clark Capital Management, a
registered investment adviser.
    

         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.

         The Delaware General Corporation Law permits a corporation through its
Certificate of Incorporation to eliminate or limit its directors' personal
liability to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, with certain exceptions. The exceptions
include a breach of the director's duty of loyalty, acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of law,
improper declarations of dividend, and transactions from which the directors
derived an improper personal benefit. The Company's Certificate of
Incorporation limits its directors' liability to the extent permitted by this
statutory provision. The limitation of liability provision does not eliminate a
stockholder's right to seek non-monetary, equitable remedies such as injunction
or rescission to redress an action taken by directors. However, as a practical
matter, equitable remedies may not be available in all situations and there may
be instances in which no effective remedy is available.

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 of Forms 3, 4 and 5 with the Securities and Exchange Commission.  The
Company believes that other than as set forth below, all Reporting Persons have
complied on a timely basis





                                       17
<PAGE>   18
with all filing requirements applicable to them.

                 Mr. Ferstl was required to file a Form 3 within 10 days of
when his beneficial ownership of the Company's Common Stock exceeds 10%.  This
occurred on December 17, 1992, when he acquired 1,000,000 of his warrants to
purchase the Company's Common Stock.  As of this date, the Company has no
record of his filing a Form 3.

                 Mr. Porter inadvertently filed a Form 3 late in connection
with his appointment to the Board of Directors in August 1995.





                                       18
<PAGE>   19

ITEM 10.         EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table sets forth the total compensation earned by or
paid to the named executive officer by the Company for the fiscal year ended
June 30, 1995.



   
<TABLE>
<CAPTION>
=======================================================================================================================

                                                                                          LONG TERM COMPENSATION
                            -----                                               ---------------------------------------
                                                 ANNUAL COMPENSATION                      AWARDS                PAYOUTS
                            =======================================================================================================
                                                                    OTHER       RESTRICTED       SECURITIES               ALL OTHER
                                                                   ANNUAL          STOCK         UNDERLYING       LTIP     COMPEN  
                            YEAR    SALARY ($)     BONUS ($)    COMPENSATION    AWARDS ($)      OPTIONS/SARs    PAYOUTS    SATION
                                                                     ($)                            (#)           ($)        ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>         <C>          <C>         <C>                <C>               <C>          <C>        <C>
George S. Smith             1995        $0           $5,000      $107,138(2)        $0                -0-          $0         $0
(Former Chief Executive                        
Officer)(1)                                    
===================================================================================================================================
</TABLE>
    



   
(1)      Mr. George S. Smith resigned as Chief Executive Officer in September
         1995.
(2)      Represents $31,099 of travel expenses, $16,039 of living expenses and
         consulting fees of $60,000.  Does not include $36,000 of consulting
         fees accrued in fiscal year 1995.
    





                                       19
<PAGE>   20


<TABLE>
<CAPTION>
===================================================================================================================================

                                            OPTIONS/SAR GRANTS IN THE FISCAL YEAR 1995

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

                                                        INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------------------------------------------------------
                                                         NUMBER OF          % OF TOTAL
                                                         SECURITIES        OPTIONS/SARs           EXERCISE
                                                         UNDERLYING        GRANTED TO                OR
                                                        OPTION/SARs        EMPLOYEES IN          BASE PRICE          EXPIRATION
                NAME                      YEAR           GRANTED(#)        FISCAL YEAR           ($/Share)              DATE
-----------------------------------------------------------------------------------------------------------------------------------
  <S>                                     <C>              <C>                 <C>                  <C>                  <C>
  George S. Smith,
  (Former Chief Executive                 1995             -0-                 -0-                  -0-                  -0-
  Officer)(1)
-----------------------------------------------------------------------------------------------------------------------------------

===================================================================================================================================
</TABLE>


(1)      Mr. Smith resigned as Chief Executive Officer in September 1995.





                                       20
<PAGE>   21








<TABLE>
<CAPTION>
===================================================================================================================================

                                   AGGREGATED OPTIONS/SAR EXERCISES IN THE FISCAL YEAR 1995 AND
                                                     FY-END OPTION/SAR VALUES

===================================================================================================================================
                                                                        Number of Securities                   Value of
                                      Shares                           Underlying Unexercised                 Unexercised
                                     Acquired                             Options/SARs at              In-the-Money Options/SARs
                                        on                                   FY-End (#)                      at FY-End($)
              Name          Year   Exercise(#)  Value Realized      Exercisable/Unexercisable(1)      Exercisable/Unexercisable(1)
===================================================================================================================================
<S>                         <C>         <C>           <C>                <C>                                   <C>
George S. Smith             1995        $0            $0                 2,669,840(E)/O(U)                     $693,135
(Former Chief Executive                        
Officer)(1)                                    
===================================================================================================================================
</TABLE>



(1)      Mr. Smith resigned as Chief Executive Officer in September 1995.





                                       21
<PAGE>   22

ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
         The following table sets forth certain information concerning stock
ownership of all persons known by the Company to own beneficially 5% or more of
the outstanding shares of the Company's Common Stock, each director, and all
executive officers and directors of the Company as a group, as of September 18,
1995, and their percentage ownership of Common Stock and their percentage
voting power.
    


   
<TABLE>
<CAPTION>
========================================================================================================
              Name and Address of                        Amount and Nature of               Percent
               Beneficial Owners                       Beneficial Ownership(1)             Ownership
--------------------------------------------------------------------------------------------------------
<S>                                                                <C>                          <C>
George S. Smith(2)                                                 6,319,840                    26.6%
3130 Alexis Drive
Palo Alto, CA 94304
--------------------------------------------------------------------------------------------------------
H. Thomas Ferstl(3)                                                3,730,000                    17.6%
8761 State Street
Millington, MI  48746
--------------------------------------------------------------------------------------------------------
Avonwood Capital Corporation(4)                                    2,200,800                    11.1%
3 Radnor Corporation Center
Suite 400
Radnor, PA  19087
--------------------------------------------------------------------------------------------------------
Sean F. Lee(5)                                                     1,528,410                     8.0%
InfoPak, Inc.
8855 N. Black Canyon Highway, Suite 2000
Phoenix, AZ 85021
--------------------------------------------------------------------------------------------------------
John Arrillaga(6)                                                  1,770,680                     9.1%
1950 Cowper Street
Palo Alto, CA  93401
--------------------------------------------------------------------------------------------------------
Richard Peery(7)                                                   1,770,680                     9.1%
2200 Cowper Street
Palo Alto, CA  94301
--------------------------------------------------------------------------------------------------------
James B. Salmon(8)                                                 1,690,000                     9.0%
1525 Lakesite Drive
Birmingham, AL  35235
--------------------------------------------------------------------------------------------------------
Hans J. Kaemmlein(9)                                               1,700,000                     8.8%
80 Orville Drive
Bohemia, NY 11716
--------------------------------------------------------------------------------------------------------
Marton & Kjellaug M. Klepp(10)                                     1,382,900                     7.3%
12 Day Road
Armon, NY  10504
--------------------------------------------------------------------------------------------------------
John L. Miller(11)                                                 1,250,000                     6.7%
Dimensional Visions Group, Ltd.
45 E. Main Street, Suite B
Los Gatos, CA 95030
--------------------------------------------------------------------------------------------------------
</TABLE>
    





                                       22
<PAGE>   23
   
<TABLE>
<S>                                                                <C>                          <C>
--------------------------------------------------------------------------------------------------------
Alejandro & Lida Zaffaroni(12)                                     1,469,999                     7.8%
4005 Miranda Ave., Suite 180
Palo Alto, CA  94304
--------------------------------------------------------------------------------------------------------
Peter L. Jensen(13)                                                1,095,000                     5.8%
2158 Balboa Avenue
Del Mar, CA  93014
--------------------------------------------------------------------------------------------------------
Robert & Jacqueline Stibor(14)                                     1,045,000                     5.7%
9016 Thornberry Lane
Las Vegas, NV  89134
--------------------------------------------------------------------------------------------------------
Steven M. Peck(15)                                                 1,000,000                     5.4%
718 Arch Street, 202N
Philadelphia, PA 19106
--------------------------------------------------------------------------------------------------------
James W. Porter, Jr.                                                     (16)
--------------------------------------------------------------------------------------------------------
William A. Knegendorf                                                    (16)
--------------------------------------------------------------------------------------------------------
All executive officers and directors as a group                    4,272,810                    19.7%
(5 persons)(17)
========================================================================================================
</TABLE>
    


   
(1)     Except as otherwise indicated, all of the shares are owned beneficially
        and of record.  Beneficial ownership has been determined in accordance
        with Rule 13d-3 promulgated under the Securities Exchange Act of 1934,
        as amended.
    

   
(2)     Mr. Smith, the Chairman of the Company's Board of Directors, owns
        50,000 shares of the Company's Common Stock and 21,000 shares of the
        Company's Third Series S Convertible Participating Stock which is
        convertible into 2,100,000 shares of the Company's Common Stock.  Also
        included in the amount are common stock purchase warrants to purchase
        2,669,840 shares of the Company's Common Stock and preferred stock
        purchase warrants to purchase 15,000 shares of the Company's Second
        Series B Convertible Preferred 8% Stock which is convertible into
        1,500,000 shares of the Company's Common Stock.
    

   
(3)     Mr. Ferstl owns 3,000 shares of the Company's First Series A
        Convertible 5% Preferred Stock which is convertible into 120,000 shares
        of Common Stock. Also included in the amount are common stock purchase
        warrants to purchase 1,010,000 shares of the Company's Common Stock and
        preferred stock purchase warrants to purchase 26,000 shares of the
        Company's Second Series B Convertible Preferred 8% Stock which is the
        convertible into 2,600,000 shares of the Company's Common Stock.
    

   
(4)     Avonwood Capital Corporation owns 3,000 Series S Participating
        Convertible Preferred Stock convertible into 300,000 shares of Common
        Stock and 15,080 Fourth Series P Convertible Preferred Stock
        convertible into 150,800 of Common Stock.  Also included in the amount
        are common stock purchase warrants to purchase 1,750,000 shares of the
        Company's Common Stock.
    

   
(5)     Mr. Lee, a Director of the Company and Chief Executive Officer of
        InfoPak, Inc. owns
    





                                       23
<PAGE>   24
   
        152,841 shares of Fourth Series P Convertible Participating Preferred
        Stock convertible into ten shares of Common Stock for every one share
        of Fourth Series P Convertible Participating Preferred Stock.  Of this
        amount, 145,841 shares is owned by the Lee Family Partnership of which
        Mr. Lee is the general partner.
    

   
(6)     Mr. Arrillaga owns 5,000 shares of the Company's First Series A
        Convertible 5% Preferred Stock which is convertible into 200,000 shares
        of Common Stock.  Also included in the amount are common stock purchase
        warrants to purchase 50,000 shares of the Company's Common Stock and
        preferred stock purchase warrants to purchase 15,000 shares of the
        Company's Second Series B Convertible Preferred 8% Stock which is the
        convertible into 1,500,000 shares of the Company's Common Stock.
    

   
(7)     Mr. Peery owns 5,000 shares of the Company's First Series A Convertible
        5% Preferred Stock which is convertible into 200,000 shares of Common
        Stock.  Also included in the amount are common stock purchase warrants
        to purchase 50,000 shares of the Company's Common Stock and preferred
        stock purchase warrants to purchase 15,000 shares of the Company's
        Second Series B Convertible Preferred 8% Stock which is the convertible
        into 1,500,000 shares of the Company's Common Stock.
    

   
(8)     Mr. Salmon owns 490,000 shares of the Company's Common Stock. Also
        included in the amount are common stock purchase warrants to purchase
        50,000 shares of the Company's Common Stock and preferred stock
        purchase warrants to purchase 11,500 shares of the Company's Second
        Series B Convertible Preferred 8% Stock which is the convertible into
        1,150,000 shares of the Company's Common Stock.
    

   
(9)     Mr. Kaemmlein owns common stock purchase warrants to purchase 200,000
        shares of the Company's Common Stock.  Also included in the amount are
        preferred stock purchase warrants, held in the name of Software
        Marketing Company of which Mr. Kaemmlein is sole owner, to purchase
        15,000 shares of the Company's Second Series B Convertible Preferred 8%
        Stock, which is convertible into 1,500,000 shares of the Company Common
        Stock.
    

   
(10)    Mr. and Mrs. Klepp jointly own 57,500 shares of the Company's Common
        Stock.  Also included in the amount are common stock purchase warrants
        to purchase 75,400 shares of the Company's Common Stock and preferred
        stock purchase warrants to purchase 12,500 shares of the Company's
        Second Series B Convertible Preferred 8% Stock which is the convertible
        into 1,250,000 shares of the Company's Common Stock.
    

   
(11)    Mr. Miller, an officer of the Company, owns 50,000 shares of the
        Company's Common Stock, and 3,000 shares of the Company's Third Series
        S Convertible Participating Preferred Stock which is convertible into
        300,000 shares of the Company's Common Stock.  Also included in the
        amount are common stock purchase warrants to purchase 900,000 shares of
        the Company's Common Stock.  Not included are common stock purchase
        warrants to purchase 2,000,000 shares of the Company's Common Stock,
        which are being held by the Company in escrow, subject to Mr. Miller
        meeting certain
    





                                       24
<PAGE>   25
   
        job performance goals.
    

   
(12)    Mr. and Mrs. Zaffaroni jointly own 249,999 shared of the Company's
        Common Stock.  Also included in the amount are preferred stock purchase
        warrants to purchase 12,200 shares of the Company's Second Series B
        Convertible Preferred 8% Stock which is the convertible into 1,220,000
        shares of the Company's Common Stock.
    

   
(13)    Mr. Jensen owns 20,000 shares of the Company's Common Stock.  Also,
        owns preferred stock purchase warrants to purchase 10,500 shares of the
        Company's Second Series B Convertible Preferred 8% Stock which is the
        convertible into 1,050,000 shares of the Company's Common Stock.  Also
        included in the amount are common stock purchase warrants to purchase
        25,000 shares of the Company's Common Stock.
    

   
(14)    Mr. and Mrs. Stibor own directly or jointly 250,000 shares of the
        Company's Common Stock, 5,000 shares of the Company's First Series A
        Convertible 5% Preferred Stock which is convertible into 200,000 shares
        of Common Stock.  Also included in the amount are common stock purchase
        warrants to purchase 95,000 shares of the Company's Common Stock and
        preferred stock purchase warrants to purchase 5,000 shares of the
        Company's Second Series B Convertible Preferred 8% Stock which is the
        convertible into 500,000 shares of the Company's Common Stock.
    

   
(15)    Mr. Peck, the Company's President and Chief Executive Officer owns
        common stock purchase warrants to purchase 1,000,000 shares of the
        Company's Common Stock.
    

   
(16)    Owned directly by Avonwood Capital Corporation of which Mr. Porter, a
        Director, is the President, the principal shareholder and sole voting
        shareholder and of which Mr. Knegendorf, a Director, is a Managing
        Director, and a shareholder.  Includes 3,000 shares of the Company's
        Third Series S Convertible Participating Preferred Stock which are
        convertible into 300,000 shares of the Company's Common Stock.
        Includes 15,080 shares of the Company's Fourth Series P Convertible
        Participating Preferred Stock convertible into 150,800 shares of Common
        Stock.  Also includes common stock purchase warrants to purchase
        1,750,000 shares of the Company's Common Stock.
    

   
(17)    Does not include common stock purchase warrants to purchase in the
        aggregate 5,419,840 shares of the Company's Common Stock, and
        warrants to purchase 15,000 shares of the Company's Series B
        Convertible Preferred 8% Stock which would be convertible into
        1,500,000 shares of the Company's Common Stock.
    

STOCK OPTION PLAN

        The Company has adopted a stock option plan (the "Plan") covering
500,000 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 and Stock
Appreciation Rights ("SAR'S"). The Plan, which expires in September 1998, is
administered by 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
and at an





                                       25
<PAGE>   26
exercise price which is not less than the fair market value of the Common Stock
on the date of the grant, except that the term 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 the Common Stock on the date of the grant. Non-qualified
stock options may be granted on terms determined by 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 Board of Directors. No
SAR's have been granted.

        To date, 20,000, options are currently in effect. The exercise price of
the options granted under the Plan to date is $.48 per share.

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   
         In July of 1993, Mr. George Smith was granted warrants to purchase
1,000,000 shares of the Company's Common Stock for a five year period at an
exercise price of $.15 per share.  Also in July 1993, 600,000 warrants to
purchase the Company's Common Stock for five years at $.15 per share were
issued to Mr. Smith and 687,495 warrants were canceled by the Company at prices
ranging between $.4375 and $1.00 per share.  Mr. Smith is a consultant to the
Company at a current fee of $5,000 per month.
    

   
                 On May 12, 1995, Avonwood Capital Corporation ("Avonwood")
entered into a Letter of Intent and a Management and Consulting Agreement
(collectively the "Agreement").  The Agreement requires Avonwood to assist the
Company with financial restructuring, corporate finance negotiations, strategic
alliance development, corporate consulting and advisory and arranging of
capital as required.  For their management and consulting services, the
Agreement is renewable annually by mutual agreement except in the event that
$1,000,000 of capital is raised then there is an automatic 12 month renewable
period, Avonwood receives a fee of $100,000 per year accruing quarterly in
arrears and payable when the Company has a pre-tax operating profit for any
such quarter, provided that the amount to be paid does not exceed the pre-tax
operating profit.  As a result of Avonwood's assistance in securing capital for
the Company and for its assistance in the acquisition of InfoPak, Inc.
("InfoPak") in September, 1995, (a) the Agreement was extended for an
additional year, (b) the Company paid Avonwood $25,000 of their accrued
consulting fee, and (c) issued Avonwood 500,000 warrants to purchase common
stock.  As additional compensation for each dollar of capital raised, Avonwood
will receive warrants to purchase common stock to a maximum of 1,600,000 of
which 1,000,000 warrants have been issued and 250,000 were exercised.  The
warrants are for a five year term with an exercise price of $.15 per share.
Avonwood will also be entitled to a maximum of 5% of any capital raised, net
of, fees to third parties.
    

   
                 Pursuant to the terms of the Agreement, Avonwood, in May 1995,
loaned the Company $50,000 and was issued a 9% unsecured promissory note due in
November 1998.  In connection with the loan, the Company issued warrants to
purchase 500,000 shares of Common Stock at $.10 per share exercisable within
three and one-half years from issuance and
    





                                       26
<PAGE>   27
   
warrants to purchase 50,000 shares of Common Stock at $.01 per share which have
been exercised.  In September 1995, the Company repaid the loan.
    

   
                 The Agreement provides that at Avonwood's expense, the Company
would register up to 1,000,000 shares of Common Stock upon the exercise of any
of the warrants.  In May 1995, Avonwood exercised warrants to purchase 300,000
shares of Common Stock for $38,000.  In August 1995, Avonwood converted these
shares of Common Stock into the Company's Series S Convertible Preferred Stock.
    

   
                 Avonwood also has a consulting agreement with InfoPak dated
May 13, 1995.  Under the terms of the consulting agreement, Avonwood is paid 
$2,500 per month and is paid a success fee for sales and marketing performances.
Pursuant to the terms of the consulting agreement Avonwood will be paid (1) a
sum equal to 5% of the incremental gross revenues generated by any relationship
which Avonwood introduces to InfoPak, (2) 5% of the incremental gross revenue
generated by the successful negotiations between an existing or potential
client of InfoPak where Avonwood has been authorized by InfoPak to so become
involved, (3) 5% success fee on all negotiations resulting in a cash payment to
InfoPak in which Avonwood is involved and (4) 5% of the incremental gross
revenue generated by InfoPak benchmarked to the date of the consulting
agreement, net of existing relationships but including those existing
relationships that InfoPak has given written permission for Avonwood to
negotiate.  Items (2) and (3) have an infinite life.  The term of the agreement
is automatically renewable on an annual basis unless canceled by either party
in writing at least 60 days prior to the renewal date in May 1996.  The
consulting agreement also provided that Avonwood received 3% of InfoPak's fully
diluted outstanding stock.
    

   
                 Mr. James W. Porter, Jr., a Director, is the President,
principal and sole voting shareholder of Avonwood Capital Corporation, of which
Mr. William A. Knegendorf, a Director,  is a Managing Director and a
shareholder.
    

   
                 Mr. Sean F. Lee has an employment agreement with InfoPak, a
wholly owned subsidiary of the Company.  The term of the agreement is three
years ending in September 1998.  Mr. Lee's base compensation is $100,000 per
year.  Mr. Lee is also entitled to participate in InfoPak's Bonus Plan.  The
Bonus Plan is set at 10% of InfoPak's pre-tax profits.  Fifty percent of the
Bonus Plan is set aside for target management compensation.  Mr. Lee's target
compensation is $300,000 per year and his percentage of the 50% is 62%.  The
other 50% of the Bonus Plan is set aside for all InfoPak employees, including
management.  Pursuant to the Agreement, Mr. Lee was appointed to the Company's
Board of Directors and the Company is required to nominate Mr. Lee to continue
to serve on the Board of Directors during the term of the Agreement.  Mr. Lee
also received 7,000 shares of the Company's Series P Convertible Preferred
Stock as a signing bonus.    Each share of the Series P Convertible Preferred
Stock is convertible into 10 shares of the Company's Common Stock.
    

   
                 In September 1995, Mr. Lee and his spouse as a creditor of
InfoPak canceled a promissory note in the amount of $170,039 in exchange for
13,702 shares of the Company's Series P Convertible Preferred Stock.  In
October 1995, Mr. Lee was granted common stock
    





                                       27
<PAGE>   28
   
purchase warrants to purchase 150,000 shares of the Company's common stock.
The warrants are for a five year period with an exercise price of $.15 per
share.
    

   
                 Mr. Lee is a party to an Asset Purchase Agreement dated
September 6, 1995, between InfoPak, Mr. Lee and two other executive officers of
InfoPak.  Pursuant to the terms of the Agreement Mr. Lee and the other InfoPak
executives sold certain digital sound device technology to InfoPak in return
for a royalty of 3% (1% to each seller) of the net revenue per quarter from any
sales of the device.  Net revenue is defined in the Agreement to be gross
revenues from the sale or license of the technology less returns.  The term of
the Agreements is the earlier of seventeen years or for the term of any patent
that may be issued on the technology.
    

   
         Mr. John L. Miller, an officer of the Company, has an agreement with
the Company whereby he has been granted 2,000,000 warrants in July 1993 to
purchase the Company's common stock at $.15 per share for a five year period
and will vest upon the completion of certain technical and production
benchmarks. Mr. Miller was also issued 100,000 warrants to purchase the
Company's Common Stock in July of 1993 at $.15 per share exercisable over a
five year period.   Additionally, Mr. Miller owns 50,000 shares of the
Company's Common Stock, valued at $.10 per share, which were granted in January
of 1995 as a bonus.  In August 1995, Mr. Miller converted 300,000 shares of the
Company's Common Stock (which were granted in January 1994 in lieu of $30,000
of accrued compensation) into the Company's Series S Participating Convertible
Preferred Stock.  Mr. Miller's current compensation is $6,000 per month, of
which $1,000 is being deferred until the Company has a positive cash flow.
    

   
                 Mr. Steven M. Peck was issued warrants to purchase 1,000,000
shares of the Company's Common Stock in September 1995 at an exercise price of
$.25 per warrant as a condition of his employment.  The term of the warrants is
five years. In December 1995, the Company and Mr. Peck entered into an
employment agreement.  The agreement which is effective January 1, 1996, is for
a three year term, with a base salary of $125,000 per year.  Such base salary
shall be subject to increases by the Board of Directors upon annual review.
    

ITEM 13.         EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES AND
                 REPORTS ON FORM 8-K

         A.      The following documents are filed as part of this report:

                 1.       The consolidated financial statements filed as part
                          of this report are listed under the caption "Index to
                          Financial Statements and Schedules", appearing
                          elsewhere in this report.

                 2.       The consolidated financial schedules of the Company
                          are filed as part of this report:

                          Schedule V  -  Property and Equipment





                                       28
<PAGE>   29
                          Schedule VI -  Accumulated Depreciation and
                          Amortization of Property and Equipment

                 3.       The following Exhibits are filed herein:

   
<TABLE>
<CAPTION>
                          Exhibit
                          Number           Description
                          -------          -----------
                          <S>              <C>
                          3.1(a)           Certificate of Incorporation and By Laws

                          3.2(b)           Form of Certificate of Designation - Series A Convertible
                                           Preferred Stock

                          3.4(b)           Form of Certificate of Designation - Series B Convertible
                                           Preferred Stock

                          3.4a(c)          Form of Certificate of Designation - Series P Convertible Preferred Stock

                          3.4b(d)          Form of Certificate of Designation - Series S Convertible Preferred Stock

                          3.4c(d)          Form of Certificate of Designation - Series C Convertible Preferred Stock

                          4.1(a)           Warrant Agreement (including form of warrant)

                          10.1(b)          Agreement of lease between 718 Arch Street Associates, Ltd. and registrant made as of
                                           March 1, 1994

                          10.2(b)          Lease between Alden Johnson and Carolyn Johnson and registrant made as of June 1, 1994

                          10.3(c)          Agreement and Plan of Merger By and Among InfoPak, Inc. Certain Shareholders of InfoPak,
                                           Inc.  InfoPak Acquisition Co. and registrant dated September 6, 1995.

                          10.4             Letter of Intent dated May 12, 1995, and Management and Consulting Agreement, dated May
                                           24, 1995, between Avonwood Capital Corporation and the registrant.

                          10.5             Consulting Agreement between Avonwood Capital Corporation and InfoPak, Inc, dated May 13,
                                           1995.
</TABLE>
    





                                       29
<PAGE>   30
   
<TABLE>
                          <S>              <C>
                          10.6             Employment Agreement between Steven M. Peck and the registrant, dated as of January 1,
                                           1996.


                          21.0(d)          Subsidiaries of the registrant

                          27.0(d)          Financial Data Schedule
</TABLE>
    


   
         B.      Reports on Form 8-K filed:  September 27, 1995 and as amended
                 November 21, 1995.
    

                 To report an event under Item 2 regarding the registrants'
                 acquisition of all of the issued and outstanding capital stock
                 of InfoPak, Inc.

--------------------------
(a)      Incorporated by reference from the registrants registration statement
         on Form S-1 (No. 33-24554)

(b)      Incorporated by reference from the registrants' Annual Report on Form
         10-KSB for the fiscal years ended June 30, 1992, 1993 and 1994.

(c)      Incorporated by reference from registrants' Current Report on Form 8-K
         dated September 27, 1995.

   
(d)      Previously filed.
    





                                       30
<PAGE>   31
                                   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.

   
<TABLE>
<S>                                                <C>
                                                   DIMENSIONAL VISIONS GROUP, LTD.

DATED: February 6, 1996                            BY:   /s/ George S. Smith                         
                                                       ----------------------------------------------
                                                            George S. Smith
                                                            Chief Executive Officer
                                                            (for the period ending September 12, 1995)

                                                   BY:   /s/ Steven M. Peck                           
                                                       -----------------------------------------------
                                                            Steven M. Peck
                                                            Chief Executive Officer
                                                            (from September 13, 1995)
</TABLE>
    


         In accordance with Section 13 or 15(d) of the Exchange Act, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

   
<TABLE>
<CAPTION>
Signature                                  Title                                     Date
<S>                               <C>                                                <C>
   /s/ George S. Smith            Chief Executive Officer (Principle                 February 6, 1996
------------------------------    Executive Officer and Principal                                                                  
George S. Smith                   Financial Officer for the period
                                  Ending September 12, 1995) and Director
                                  
   /s/ Steven M. Peck             Chief Executive Officer, Chief                     February 6, 1996
------------------------------    Financial Officer (Principle Executive
Steven M. Peck                    Officer, Principle Financial Officer
                                  and Principle Accounting Officer)
                                  And Director from September 13, 1995

   /s/ Sean F. Lee                Director                                           February 6, 1996
--------------------------------                                                                    
Sean F. Lee

  /s/ James W. Porter, Jr.        Director                                           February 6, 1996
----------------------------                                                                        
James W. Porter, Jr.

/s/ William A. Knegendorf         Director                                           February 6, 1996
-------------------------                                                                           
William A. Knegendorf
</TABLE>
    





                                       31
<PAGE>   32

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                       YEARS ENDED JUNE 30, 1995 AND 1994


            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----

<S>                                                                                                <C>
Independent Auditor's Report                                                                        F-2

Consolidated Financial Statements

         Balance Sheet                                                                              F-4

         Statements of Operations                                                                   F-5

         Statements of Stockholders' Equity                                                         F-6

         Statements of Cash Flows                                                                  F-10

         Notes to Consolidated Financial Statements                                                F-11

Schedules

         Independent Auditor's Report                                                              F-19

         Schedule V - Property and Equipment                                                       F-20

         Schedule VI- Accumulated Depreciation and Amortization of Property and Equipment          F-21
</TABLE>





                                      F-1
<PAGE>   33
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 1995 AND 1994





                          INDEPENDENT AUDITORS' REPORT





To the Board of Directors and Stockholders
Dimensional Visions Group, Ltd.
Philadelphia, Pennsylvania




We have audited the accompanying consolidated balance sheet of Dimensional
Visions Group, Ltd. and its subsidiaries (the "Company") as of June 30, 1995,
and the related consolidated statements of operations, stockholders'
deficiency, and cash flows for each of the two years in the period ended June
30, 1995.  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 generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Dimensional Visions Group, Ltd.
and its subsidiaries at June 30, 1995 and the results of their operations and
their cash flows for each of the two years in the period ended June 30, 1995 in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As described in Note 1 to
the consolidated financial statements, the Company has suffered recurring
losses from operations and has a deficiency in working capital, which raises
substantial doubt about the Company's ability to continue as a going 





                                      F-2
<PAGE>   34
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 1995 AND 1994





concern.  The Company has been funding its operations by selling its securities
in private placements, loans, sale of surplus equipment and by certain
employees and consultants deferring their compensation.  The future of the
Company as an operating business will depend on (1) its ability to successfully
market its products, (2) obtain sufficient capital contributions or financing
as may be required to sustain it's current operations and fulfill its sales and
marketing activities, (3) achieving a level of sales adequate to support the
Company's cost structure, and (4) to ultimately achieve a level of
profitability. Management's plan concerning these matters are also described in
Note 1.  The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




                          /s/ GITOMER & BERENHOLZ, P.C.
                          -----------------------------
                          Gitomer & Berenholz, P.C.
                          





Jenkintown, Pennsylvania
September 18, 1995





                                      F-3
<PAGE>   35
                        DIMENSIONAL VISIONS GROUP, LTD.
                           CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 1995

<TABLE>
<CAPTION>
                          ASSETS                                
<S>                                                 <C>         
DEFICIENCY                                                      
 Current Assets                                                 
                                                                
   Cash and cash equivalents                         $227,972

   Accounts receivable, trade                          18,690   
                                                                
                                                                
   Inventory                                           26,453   
                                                                
   Prepaid supplies and expenses                       43,361   
                                                    ---------   
   Total Current Assets                               316,476   
                                                    ---------   
                                                                
 Equipment and Leasehold Improvements                           

   Equipment                                        1,628,028   
                                                                
   Furniture and fixtures                             134,938   
                                                                
                                                                
   Leasehold Improvements                             109,446   
                                                    ---------   
                                                    1,872,412   
                                                                
   Less Accumulated Depreciation and Amortization   1,791,049   
                                                    ---------   
                                                       81,363   
                                                    ---------   
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
 Other Assets                                                   
                                                                
   Patent rights and other assets                      53,398   
                                                    ---------   
                                                                
   Total Assets                                     $ 451,237   
                                                    =========   
</TABLE>

   
<TABLE>
<CAPTION>
          LIABILITIES AND STOCKHOLDERS' DEFICIENCY
<S>                                                              <C>         
                                                                             
Current Liabilities                                                          
                                                                             
  Note Payable                                                    $    50,000

  Accounts payable, accrued expenses and other liabilities            404,489
                                                                  -----------
                                                                             
                                                                             
                                                                             
                                                                             
                                                                             
  Total Current Liabilities                                           454,489
                                                                  -----------
                                                                             
Long-Term Debt                                                               

  Secured notes                                                     1,837,000
                                                                             
  Accrued interest payable                                            210,741
                                                                  -----------
                                                                             
                                                                    2,047,741
                                                                  -----------
Commitments and contingencies                                               -
                                                                             
Stockholders' Equity
                                                                             
  Preferred stock - $.001 par value, authorized 2,000,000                    
  shares; issued and outstanding 77,250 shares at June 30,                 
  1995                                                                     77
  Additional paid-in capital                                          772,423
                                                                      -------
                                                                      772,500
                                                                             
  Common Stock - $.001 par value, authorized - 20,000,000                    
  shares; Issued and outstanding - 16,936,098                          16,936
  Additional paid-in capital                                       11,881,927
  Deficit                                                         (14,722,356)
                                                                  -----------
                                                                             
  Total stockholders' deficiency                                   (2,050,993)
                                                                  -----------
                                                                             
                                                                             
                                                                             
Total Liabilities and Stockholders Equity                         $   451,237
                                                                  ===========
</TABLE>
    




                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





                                      F-4
<PAGE>   36
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED JUNE 30, 1995 AND 1994


<TABLE>
<CAPTION>
                                                                                        1995                         1994
                                                                                        ----                         ----

 <S>                                                                             <C>                            <C>
 Operating revenue                                                               $    134,028                   $         -   
                                                                                 ------------                   ----------- 
 Operating expense

   Cost of Sales                                                                      241,240                             -

   Research and development costs                                                     299,267                       561,076

   Marketing expenses                                                                 120,359                       103,758

   General and administrative expenses                                                460,680                       436,712
                                                                                 ------------                   ----------- 
 Total operating expenses                                                           1,121,546                     1,101,546
                                                                                 ------------                   ----------- 

 Loss before other income (expenses)                                                 (987,518)                   (1,101,546)
   and extraordinary item                                                        ------------                   ----------- 
                         

 Other income (expenses)
   Interest expense                                                                  (208,717)                      (73,498)
   Interest income                                                                      1,318                         3,317
   Gain on sale of equipment                                                            2,585                         3,054
                                                                                 ------------                   ----------- 
                                                                                     (204,814)                      (67,127)
                                                                                 ------------                   ----------- 
 Loss before extraordinary item                                                    (1,192,332)                   (1,168,673)
 Extraordinary Item
   Gain on reversal of liabilities relating to
   unsecured creditors under dismissed Chapter 11
   proceedings of DVG Plastics, Inc.                                                        -                        99,031
                                                                                 ------------                   ----------- 

 Net loss                                                                         ($1,192,332)                  ($1,069,642)
                                                                                 ============                   =========== 
 Loss per share of common stock

   Loss before extraordinary item                                                $        .07                   $       .07
                                                                                 ============                   =========== 
   Net loss                                                                      $        .07                   $       .07
                                                                                 ============                   =========== 

 Weighted average shares of common stock outstanding                               16,476,769                    15,872,879
                                                                                 ============                   =========== 
</TABLE>



                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





                                      F-5
<PAGE>   37
                        DIMENSIONAL VISIONS GROUP, LTD.
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                       YEARS ENDED JUNE 30, 1995 AND 1994

   
<TABLE>
<CAPTION>
                                         Preferred Stock          Common Stock
                                         ---------------          ------------
                                            (Series A          ($.001 Par Value)          
                                            ----------         -----------------                    
                                           Convertible)                               Additional   
                                           ------------                                Paid-In           
                                        Shares    Amount       Shares     Amount       Capital          Deficit       Total
                                        ------    ------       ------     ------    -------------   ---------------   -----
 <S>                                   <C>       <C>        <C>          <C>         <C>            <C>              <C>
 Balance, July 1, 1993                 77,250    $772,500   15,461,098   $15,461     $11,616,527    ($12,460,382)    ($55,894)

 Issuance of 2,925,000 warrants to
 outside directors, company executive
 officers and employees to purchase
 2,925,000 shares of the Company's
 common stock @ $.15 per share,
 exercisable over a five year period
 commencing July 1993                       -           -            -         -               -               -            -

 Issuance of 3,900,000 warrants to
 company executive officers and an
 employee to purchase 3,900,000 shares
 of the Company's common stock @ $.15
 per share, such warrants to be held in
 escrow, and when released to be
 exercisable over a five year period
 commencing December 1992                                                                                               
                                            -           -            -         -               -               -            -
 Issuance of 1,070,000 warrants to
 outside consultants to purchase
 1,070,000 shares of the Company's
 common stock @ $.15 per share,
 exercisable over a five year period
 commencing July 1993                       -           -            -         -          15,400               -       15,400


 Retirement of 1,712,495 warrants
 issued to outside directors, a company
 executive officer, a company employee
 and an outside consultant to purchase
 1,712,495 shares of the Company's
 common stock at exercise prices
 ranging from $.4375 to $3.94 per share                                                                                 
                                            -           -            -         -               -               -            -
</TABLE>
    


                                     F-6

<PAGE>   38

                        DIMENSIONAL VISIONS GROUP, LTD.
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)
                       YEARS ENDED JUNE 30, 1995 AND 1994





   
<TABLE>
<CAPTION>
                                             Preferred Stock     Common Stock
                                             ---------------     ------------
                                               (Series A        ($.001 Par Value)          
                                               - --------       -----------------                    
                                              Convertible)                            Additional
                                              ------------                              Paid-In
                                            Shares    Amount    Shares     Amount       Capital         Deficit         Total
                                            ------    ------    ------     ------    -------------   -------------      -----

 <S>                                       <C>       <C>       <C>            <C>       <C>            <C>            <C>
 Issuance of 900,000 shares of the
 Company's common stock in settlement
 of amounts due officers, employees and
 consultants for accrued payroll and
 fees                                           -           -      900,000        900        94,100               -        95,000

 Issuance of 300,000 warrants to a
 company executive officer and an
 outside  consultant to purchase
 300,000 shares of the Company's common
 stock @ $.20 per share exercisable
 over a five year period commencing
 April 1994                                     -           -            -          -             -               -             -

 Net loss                                       -           -            -          -             -    (  1,069,642)  ( 1,069,642)
                                           -----     --------  -----------    -------   -----------    ------------   ----------- 
                                                                                      
                                                                                    -
 Balance, June 30, 1994                    77,250    $772,500   16,361,098    $16,361   $11,726,027    ($13,530,024)  ($1,015,136)
                                           ======    ========  ===========    =======   ===========    ============   =========== 
</TABLE>
    





                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.





                                      F-7
<PAGE>   39
                        DIMENSIONAL VISIONS GROUP, LTD.
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)
                       YEARS ENDED JUNE 30, 1995 AND 1994


   
<TABLE>
<CAPTION>
                                     Preferred Stock       Common Stock
                                     ---------------       ------------
                                        (Series A        ($.001 Par Value)        
                                        ---------        -----------------                  
                                       Convertible)                           Additional
                                       ------------                             Paid-In                       
                                  Shares     Amount     Shares       Amount     Capital         Deficit          Total
                                  ------     ------     ------       ------   ------------  ---------------      -----
 <S>                              <C>        <C>        <C>          <C>      <C>          <C>                 <C>
 Balance, July 1, 1994            77,250     $772,500   16,361,098   $16,361  $11,726,027  ($13,530,024)       ($1,015,136)

 Issuance of 165,000 shares of
 the Company's common stock in
 bonuses to certain
 officers/employees/directors
 of the Company                        -            -      165,000       165       16,335             -             16,500

 Exercise of 110,000 warrants
 to purchase 110,000 shares of
 the Company's common stock @
 $.01 per share                        -            -      110,000       110          990             -              1,100
                                       
 Issuance of 37,500 warrants to
 purchase 37,500 shares of the
 Company's common stock @ $.15
 per share for a five year
 period commencing April, 1995
 for consulting services
 rendered to the Company               -            -            -         -        3,375             -              3,375
                                       

 Issuance of 500,000 warrants
 to purchase 500,000 shares of
 the Company's common stock @
 $.10 per share for a three and
 half year period commencing
 May 1995                              -            -            -         -       60,000             -             60,000
</TABLE>
    



                                     F-8


<PAGE>   40
                        DIMENSIONAL VISIONS GROUP, LTD.
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)
                      YEARS ENDED JUNE 30, 1995 AND 1994


<TABLE>
 <S>                             <C>         <C>       <C>           <C>      <C>          <C>                 <C>


 Issuance of 50,000 warrants to
 purchase 50,000 shares of the
 Company's common stock @ $.01
 per share for a one year
 period commencing May 1995            -            -            -         -        7,500             -              7,500
                                       
 Issuance of 250,000 warrants
 to purchase 250,000 shares of
 the Company's common stock @
 $.15 per share for a five year
 period commencing May 1995            -            -            -         -       30,000             -             30,000
                                      
 Exercise of 300,000 warrants
 to purchase 300,000 shares of
 the Company's common stock @
 $.15 per share (250,000
 shares) and $.01 per share
 (50,000 shares)                       -            -      300,000       300       37,700             -             38,000
                                       

 Net loss                              -            -            -         -            -  (  1,192,332)       ( 1,192,332)
                                 -------     --------  -----------   -------  -----------  ------------        -----------

 Balance, June 30, 1995           77,250     $772,500   16,936,098   $16,936  $11,881,927  ($14,722,356)       ($2,050,993)
                                 =======     ========  ===========   =======  ===========  ============        ===========
</TABLE>





                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.





                                      F-9
<PAGE>   41
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED JUNE 30, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                                              1995                1994
                                                                                              ----                ----
                                                                                                             (Reclassified)
<S>                                                                                      <C>                  <C>
Operating activities
    Net loss
    Adjustments to reconcile net loss to net
    cash used in operating activities                                                    ($1,192,332)         ($1,069,642)
      Extraordinary item
          Gain on reversal of liabilities relating to unsecured creditors
          under dismissed Chapter 11 proceedings of DVG Plastics, Inc.                             -          (    99,031)
      Compensation paid to officers/employees                                                 16,500                    -
      Interest paid through issuance of warrants                                              67,500                    -
      Consulting service paid through issuance of warrants                                     4,625               15,400
      Depreciation and amortization of property and equipment                                150,491              341,697
      Amortization of other assets                                                             4,074                4,074
      Gain on sale of equipment                                                               (2,584)              (3,054)
      Changes in assets and liabilities which provided (used) cash
             Accounts Receivable, trade                                                      (18,690)                   -
             Inventory                                                                        12,634              (39,087)
             Prepaid expenses and deposit                                                      3,118              (12,981)
             Accounts payable, accrued expenses and other liabilities
             (including accrued interest classified as long term)                            281,769               (9,535)
      Issuance of common stock in connection with settlement of certain
      liabilities to employees and officers                                                        -               95,000
                                                                                         -----------          -----------
Net cash used in operating activities                                                       (672,895)            (777,159)
                                                                                         -----------          ----------- 

Investing activities
    Proceeds from sale of equipment                                                            3,107                3,300
    Purchase of equipment                                                                    (16,374)             (12,005)
    Capitalized legal fees related to patent rights                                                -                3,025
    Deposits                                                                                       -                  589
                                                                                         -----------          -----------
Net cash used in investing activities                                                        (13,267)              (5,091)
                                                                                         -----------          ----------- 

Financing activities
    Proceeds from
      Issuance of common stock in connection with the exercise of warrants                    39,100                    -
      Borrowings                                                                             757,000              880,000
                                                                                         -----------          -----------
Net cash provided by financing activities                                                    796,100              880,000
                                                                                         -----------          -----------
Net increase in cash and cash equivalents                                                    109,938               97,750
Cash and cash equivalents, beginning                                                         118,034               20,284
                                                                                         -----------          -----------
Cash and cash equivalents, ending                                                        $   227,972          $   118,034
                                                                                         ===========          ===========
Supplemental disclosure of cash flow information

    Cash paid during the year for interest                                               $         -          $         -
                                                                                         ===========          ===========

    Issuance of common stock in connection with settlement of certain liabilities
    to employees and officers                                                            $         -          $    95,000
                                                                                         ===========          ===========

    Issuance of common stock in connection with officers/employees stock bonus           $    16,500          $         -  
                                                                                         ===========          ===========

    Issuance of warrants in connection with
      Consulting service                                                                 $    33,375
                                                                                         ===========
      Financing                                                                          $    67,500
                                                                                         ===========
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





                                      F-10
<PAGE>   42
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEAR ENDED JUNE 30, 1995 AND 1994


NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Description of Business, Financing and Basis of Financial Statement
      Presentation

      Dimensional Visions Group, Ltd. (the "Company" or "DVGL") was
      incorporated in Delaware on May 12, 1988.  The Company, was a development
      stage company through June 30, 1994 and had an accumulated deficit during
      the development stage of $13,530,024.  The Company produces and markets
      lithographically printed stereoscopic prints commonly referred to as
      three-dimensional prints.  The prints may be viewed without the use of
      special glasses or viewing apparatus.

      The Company has financed its development through the sale of its
      securities, loans and sale of surplus equipment and by certain employees
      and consultants deferring their compensation.  The Company has had
      limited sales of its product during the year ended June 30, 1995.  The
      Company has completed the development of a photographic and compositing
      system capable of producing stationary three-dimensional images used in
      the manufacturing of the DV3D(TM) lithographic print products.  The
      Company has also completed the development of the printing and separation
      process needed to produce the DV3D(TM) image for commercial use.  The
      process involves a highly sophisticated computer controlled camera
      mounted on a micro-positioning mechanism and imaging system taking
      numerous photographs of a subject.  The camera is mobile and takes
      photographs from various positions and angles.  The photos are then
      composited in the clean room/photo laboratory to create a single
      stereoscopic master transparency, the product of which the company has
      trademarked the "DV3D(TM)" image.  The DV3D(TM) image is then sent to
      commercial separator and printer where the master image, with the use of
      the company's proprietary methods and knowledge, is separated and
      lithographically printed on a polymer based lenticular material which
      focuses the multi- dimensional images.

      On September 5, 1995, the Company received $750,000 from the sale of the
      Company's Common Stock as part of its long term financing plans (See Note
      13).

      The Company on September 12, 1995 completed the acquisition of InfoPak,
      Inc. which manufactures and markets hardware and software information and
      audio playback systems and method products and programs. (See Note 13).

      Liquidity and Capital Resources

      The Company has incurred losses since inception of $14,722,356, has a
      working capital deficiency of $138,013 as of June 30, 1995.  The future
      of the Company as an operating business will depend on (1) its ability to
      successfully market its products, (2) obtain sufficient capital
      contributions or financing as may be required to sustain its current
      operations and to fulfill its sales and marketing activities, (3)
      achieving a level of sales adequate to support the Company's cost
      structure, and (4) to ultimately achieve a level of profitability.
      Management's plan to address these issues includes (a) substantially
      increase sales and marketing efforts of the Company's products, (b)
      exercise tight cost controls to conserve cash, (c) raise additional long
      term financing, and (d) evaluate possible merger or acquisition
      opportunities.

      The consolidated financial statements have been prepared on the basis
      that the Company is a going concern and do not reflect any adjustments
      that might result from the outcome of the uncertainties described in
      paragraph 1 above.

      Consolidation Policy

      The consolidated financial statements include the accounts of DVGL and
      its wholly-owned subsidiaries, DVG Plastics, Inc., DVG Films, Inc.
      (effective January 27, 1995 DVG Films, Inc. changed its name to Digital
      Dimensions, Inc.) and DV3D Images, Inc.  As of June 30, 1995 all of the
      wholly-owned subsidiaries are inactive.  All significant inter company
      balances and transactions have been eliminated in consolidation.





                                      F-11
<PAGE>   43
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEAR ENDED JUNE 30, 1995 AND 1994


NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Inventory

          Inventory is stated at the lower of cost or market.  Cost is
          determined by the first in first out method.  Inventory consists of
          raw materials amounting to $26,453.

      Equipment and Leasehold Improvements and Depreciation and Amortization

      Equipment and leasehold improvements are stated at cost.  Depreciation
      and amortization are provided by the use of the straight-line method over
      the estimated useful lives of the assets as follows:

<TABLE>
          <S>                           <C>
          Equipment                     5-7 years
          Furniture and fixtures          5 years
          Leasehold improvements        Term of the initial operating lease (5 years)
</TABLE>

      Patent Rights

      Costs incurred to acquire patent rights and the related technology are
      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 expense in the period the determination is made to abandon them.

      Research and Development Costs

      The Company charges to Research and Development Costs all items of a
      non-capital nature related to bringing a "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 prototypes.  All such costs of a capital nature are
      capitalized.

      Income Taxes

      Effective July 1, 1993, the Company adopted Statement of Financial
      Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes."
      This statement supersedes Accounting Principles Board Opinion No. 11,
      "Accounting for Income Taxes." Deferred income taxes reflect the net tax
      effect of (a) temporary differences between the carrying amounts of
      assets and liabilities for financial reporting purposes and the amounts
      used for income tax purposes, and (b) operating loss carryforwards.  (See
      note 11 as to the Company's change in accounting for income taxes.)

      Employer's Accounting for Postemployment Benefits

      Employers Accounting for Post Employment Benefits Statement of Financial
      Accounting Standards No. 112, Employers Accounting for Post Employment
      Benefits (SFAS No. 112), establishes accounting standards for post
      employment benefits and requires either the accrual of the obligation or
      disclosure, depending upon the circumstances, for the cost of benefits
      provided to former or inactive employees after employment or before
      retirement.  The Company adopted SFAS No. 112 during the first quarter of
      1995.  Such adoption will not have a material adverse effect on the
      Company's operations or financial position, since the Company does not
      have any post-retirement benefits.

      Reclassifications

      Certain reclassifications have been made to the June 30, 1994 financial
      statements to conform to classifications used in the June 30, 1995
      financial statement.





                                      F-12
<PAGE>   44
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEAR ENDED JUNE 30, 1995 AND 1994





NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


      NET LOSS PER SHARE OF COMMON STOCK

      Net loss per share of common stock is based on the weighted average of
      shares of common stock outstanding.  Outstanding warrants or options are
      not considered in the calculation of net loss per share of common stock,
      as they would have an anti-dilutive effect.

NOTE 2    CASH AND CASH EQUIVALENTS

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

      Cash and cash equivalents are summarized as follows:

<TABLE>
<CAPTION>
                                                  June 30, 1995
                                                  -------------

            <S>                                      <C>
            Cash in bank                             $ 82,334
            Money Market Account                      145,638
                                                     --------

                                                     $227,972
                                                     ========
</TABLE>


      The Company maintains its cash in banks located in Pennsylvania and
      California.  The total cash balances are insured by the FDIC up to
      $100,000 per financial institution.  As of June 30, 1995, the uninsured
      cash balance totaled $70,736.

NOTE 3   PATENT RIGHTS AND OTHER ASSETS

<TABLE>
<CAPTION>
                                                  June 30, 1995
                                                  -------------

            <S>                                       <C>
            Patent Rights                             $58,426
            Organization Costs                          2,000
            Deposits                                    5,500
            Trade Mark                                    225
                                                      -------

                                                       66,151

            Less Accumulated Amortization              12,753
                                                      -------

            Total                                     $53,398
                                                      =======
</TABLE>





                                      F-13
<PAGE>   45

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEAR ENDED JUNE 30, 1995 AND 1994




NOTE 4   ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

      Accounts payable, accrued expenses and other liabilities consist of the
      following:

<TABLE>
<CAPTION>
                                                 June 30, 1995
                                                 -------------
         <S>                                         <C>
         Accounts payable                            $116,410
         Accrued Expenses
           Interest (1)                                 3,938
           Salaries                                    29,241
           Consulting fees                             98,900
         Customer Deposits(2)                         156,000
                                                     --------

         Total                                       $404,489
                                                     ========
</TABLE>

         (1)    Accrued interest of $210,741 is classified as long term as of
                June 30, 1995.  (See Note 5).

         (2)    $150,000 represents a deposit on two orders that were not
                accepted by a customer during 1992.

NOTE 5   LONG-TERM DEBT

         As of June 30, 1995 the outstanding Secured Notes are $1,837,000.  The
         Secured Notes are due beginning in fiscal 1996 and interest at 10%
         will be paid semi-annually, with the first interest payment not due to
         be paid until twelve months after the date of the Secured Notes. The
         Company is permitted to prepay the Secured Notes after twelve months
         from the date of the Secured Notes with no penalty.  As collateral for
         the Secured Notes, the Company has given a security interest in all of
         the Company's assets, tangible and intangible, including all patents
         and proprietary technology, which was evidenced by a Uniform
         Commercial Code filing on March 24, 1994.

         On April 25, 1995, substantially all of the long term Secured Note
         Holders agreed to defer all interest payments until the Secured Notes
         mature beginning in fiscal 1996 or, upon the consummation of long term
         financing and/or a strategic partner relationship, to convert the
         Secured Notes and accrued interest into 8% Series "B" Convertible
         Preferred Stock through the exercise of the Series "B" Redeemable
         warrants.

         As of June 30, 1995, Secured Note Holders representing $95,000 of the
         outstanding notes have not agree to convert their Notes or defer
         interest.  These notes are all long term obligations of the Company.

         As of June 30, 1995, 183,700 warrants are outstanding to purchase
         Series B Convertible Preferred Stock which can be converted to
         18,370,000 shares of the Company's common stock at $.10 per share.  In
         addition, there are 450,000 warrants that have not been exercised to
         purchase 450,00 shares of the Company's common stock at $.01 per share
         to certain Note Holders who lent funds to the Company during the year
         ended June 30, 1995.

         On May 24, 1995 the Company borrowed $50,000 at 9% per annum.  The
         Promissory Note for $50,000 was due on November 24, 1998.  On
         September 11, 1995, the Promissory Note and related accrued interest
         was paid in full.  In connection with the loan, the Company issued
         warrants to purchase 500,000 shares of common stock at $.10 per share
         exercisable within three and one-half years from issuance and warrants
         to purchase 50,000 shares of common stock at $.01 per share.  The
         warrants were valued at $67,500 ($.12 per warrant) at the time of
         issue and was recorded as additional interest expense.





                                      F-14
<PAGE>   46
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEAR ENDED JUNE 30, 1995 AND 1994

   
NOTE 5 LONG TERM DEBT (CONTINUED)
    

         The annual maturity on long term debt is as follows:

<TABLE>
<CAPTION>
             Year Ending June 30                       Amount
             -------------------                       ------
                   <S>                             <C>
                   1996                               $50,000
                   1997                             1,130,000
                   1998                               707,000
                                                   ----------
                                                    1,887,000
                   Less Current Portion                50,000
                                                   ----------
                   Long Term Debt                  $1,837,000
                                                   ==========
</TABLE>

NOTE 6   COMMITMENTS

      The company leases its corporate office, studio and lab facilities in
      Philadelphia, Pennsylvania under a five year operating lease through
      February 28, 1999 at an annual rental of approximately $44,100 through
      June 1995 and adjusted on March 1, of each year through 1998 by
      approximately $2,314 in 1995 and $1,371 each year thereafter.  In
      addition, the Company is responsible for its proportionate share of
      excess operating expenses and real estate taxes.  The Company has a
      conditional option to terminate the lease 30 days prior to ground
      breaking date on the proposed new building site adjacent to where the
      Company leases space.

<TABLE>
<CAPTION>
             Year Ending June 30             Annual Rental Amount
             -------------------             --------------------

                   <S>                               <C>
                   1996                              $ 59,400
                   1997                                60,800
                   1998                                62,200
                   1999                                42,100
                                                     --------
                                                     $224,500
                                                     ========
</TABLE>

      Total rent expense on all operating leases amounted to approximately
      $56,600 and $82,600, for the years ended June 30, 1995 and 1994,
      respectively.

      The Company has not declared dividends on Series A Convertible Preferred
      Stock. The cumulative dividend in arrears through June 30, 1995 is
      $151,750.

      The Company has outstanding employment and consulting contracts that
      expire through June 30, 1999 as follows:

<TABLE>
<CAPTION>
             Year ending June 30
             -------------------

                   <S>                               <C>
                   1996                              $164,000
                   1997                               244,000
                   1998                               144,000
                   1999                               144,000
                                                     --------
                                                     $696,000
                                                     ========
</TABLE>

      In connection with a consulting contract providing among other things,
      assisting the Company with arranging for additional capital.  For each
      dollar of capital raised a maximum of 1,600,000 warrants will be issued
      to purchase the Company's common stock at $.15 per share of which 250,000
      warrants were issued during May 1995 and exercised during June 1995.  The
      warrants will be exercisable over a five year period at $.15 per share.
      The warrants issued in May 1995 were valued at $30,000 ($.12 per warrant)
      at the time issued and will be recognized as additional consulting fees
      over the two-year term of the consulting contract.  In addition, the
      contract provides for a fee of 5% on capital raised.





                                      F-15
<PAGE>   47
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEAR ENDED JUNE 30, 1995 AND 1994

NOTE 7   CONTINGENCIES

      During 1992, two former officers of DVG Plastics, Inc. resigned their
      positions.  They filed claims amounting to $225,000 with the Bankruptcy
      Court for certain compensation (salary, severance and bonus) under their
      contracts.  These claims have been dismissed by the Bankruptcy Court on
      November 16, 1993, as a result of the entire bankruptcy matter being
      dismissed and the Company is not aware of any legal action in connection
      with this dispute.  Management of the Company feels that this matter, if
      pursued by the former officers of DVG Plastics, Inc., will be resolved
      with no material adverse financial impact to the Company.

      On November 16, 1993 the Bankruptcy Court dismissed the bankruptcy case
      of DVG Plastics, Inc. In connection with the dismissed bankruptcy case of
      DVG Plastics, Inc., the Company wrote off all liabilities relating to
      unsecured creditors of approximately $99,000 as of June 1994.  There have
      been no claims by any of these creditors since the date of dismissal
      (November 16, 1993.)

      In connection with the various changes in management during 1991 and
      1992, the Company believes that there are no outstanding obligations to
      former officers of the Company.  In the event a claim would arise, the
      Company believes that no material adverse financial impact will occur.

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

NOTE 8   COMMON STOCK

      As of June 30, 1995, the Company had issued non-public warrants to
      purchase 15,380,522 shares of the Company's Common Stock at prices
      ranging from $01 per share to $3.94 per share.  Included in the
      non-public warrants are 3,900,000 warrants that are being held in escrow
      until officers and directors and a Company employee achieve certain bench
      mark goals established by management.  As of June 30, 1995 the Company
      had issued 183,700 warrants to purchase Series B Convertible Preferred
      stock, in connection with a private placement offering which converts to
      18,370,000 shares of the Company's common stock.  As of June 30, 1995,
      the Company had 1,813,169 publicly-held warrants to purchase 1,813,169
      shares of common stock.

      The Company may not have available sufficient common stock for those who
      elect to exercise their warrants or convert preferred stock to common
      stock.

      During January 1994 the Company issued 900,000 shares of the Company's
      common stock in settlement of amounts due to officers and employees for
      consulting fees and payroll valued at approximately $.11 per share.

      During January 1995, the company issued 165,000 shares of the Company's
      common stock as a bonus to certain officer/employees/directors of the
      Company valued at $.10 per share.

      During the period February 1995 through May 1995 the Company received
      $39,100 from the exercise of 410,000 warrants to purchase 410,000 shares
      of the Company's common stock.

   
      The fair value of common stock and warrants issued in non cash
      transactions were priced in relationship to the $.10 per share price at 
      which the Secured Note Holders could ultimately convert their holdings 
      to common stock (see Note 5). The warrants issued to Avonwood Capital 
      Corporation were based on a valuation provided by an independent third 
      party.
    

NOTE 9   STOCK OPTION PLAN

      The Company has adopted a stock option plan (the "Plan") covering 500,000
      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 and
      Stock Appreciation Rights ("SAR's").  The Plan, which expires in
      September 1998, will be administered by the Board of Directors or a
      committee chosen therefrom.  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 the
      common stock on the date of the grant.  Non-qualified stock options maybe
      granted on terms determined by the Board of Directors or a





                                      F-16
<PAGE>   48
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEAR ENDED JUNE 30, 1995 AND 1994

NOTE 9   STOCK OPTION PLAN (CONTINUED)

      committee designated by 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 Board of Directors or
      committee designated by the Board of Directors.  No SAR's have been
      granted.

      A summary of transactions under this Plan is as follows:

<TABLE>
<CAPTION>
                                                     Option Price
                                                     Per Share,          Total
                                   Shares            As Adjusted         Option Price
                                   ------            -----------         ------------

      <S>                       <C>                      <C>             <C>
      Options outstanding        161,000                 $.48            $77,280
      Canceled                  (141,000)                 .48            (67,680)
                                --------                                 ------- 
      Options outstanding
         June 30, 1995 and
         1994                     20,000                                  $9,600
                                ========                                 =======
</TABLE>

NOTE 10  EXTRAORDINARY ITEM

      On November 16, 1993 the Bankruptcy Court dismissed the bankruptcy case
      of DVG Plastics, Inc.  In connection with the dismissed bankruptcy case
      of DVG Plastics, Inc., the Company wrote off all liabilities relating to
      unsecured creditors as of June 30, 1994.  As a result of the write off
      the Company recognized a gain of $99,031 and has been classified as an
      Extraordinary item.

NOTE 11  INCOME TAXES

      The Company adopted Statement of Financial Standards ("SFAS") No. 109,
      "Accounting for Income Taxes" effective July 1, 1993.  There is no
      cumulative effect of adopting SFAS 109 on the Company's financial
      statements for the year ended June 30, 1994.  Restatement of prior years
      for the effect of SFAS No. 109 would not have materially changed
      previously reported losses.

      The Tax effects of significant items comprising the Company's net
      deferred taxes as of June 30, 1995 were as follows:


<TABLE>
<CAPTION>
                                                      1995 
                                                     ------
      <S>                                          <C>
      Deferred Tax Assets:
          Property                                 ($  23,000)
          Patents                                       7,000
      Operating loss carry forwards                 5,050,000
      Valuation allowance                          (5,034,000)
                                                   ----------     
                                                   $         
                                                   ==========
</TABLE>

      The change in valuation allowance for the year ended June 30, 1995 was
      increased by approximately $431,000.

      There was no provision for current income taxes for the years ended June
      30, 1995 and 1994.

      The federal net operating loss carryforwards of approximately $14,413,000
      expire in varying amounts through 2010 and state net operating loss
      carryforwards are available up to $500,000 per year commencing in fiscal
      1995 and will be available up to three years from date of loss.





                                      F-17
<PAGE>   49
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEAR ENDED JUNE 30, 1995 AND 1994




NOTE 11  INCOME TAXES (CONTINUED)

      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.

NOTE 12  RELATED PARTY TRANSACTIONS

      On July 19, 1993, 600,00 warrants to purchase the Company's Common Stock
      for five years at $.15 per share were issued to Mr.  Smith, the Chairman
      of the Board and former Chief Executive Officer, and 687,495 warrants
      were canceled by the Company at prices that range between $.4375 and
      $1.00 per share.

      During March and April of 1994 Mr. Smith lent the Company an additional
      $50,000 in connection with the Company's Private Placement Secured Notes
      and Preferred Stock Purchase Warrants offering.

      As of June 30, 1995, Mr. Smith owns approximately 1,950,000 shares of the
      common stock of the Company and has 2,669,840 warrants to purchase the
      Company's Common Stock and 15,000 warrants to purchase 15,000 shares of
      Series B Preferred Stock at $10 per share, which is convertible into the
      equivalent of 1,500,000 shares of common stock.  In addition, Mr. Smith
      owns 5,000 shares of Series A preferred stock at $10 per share which is
      convertible into the equivalent of 200,000 shares of common stock.  On
      August 22, 1995, the Series A preferred stock was converted into 200,000
      shares of common stock.

NOTE 13  SUBSEQUENT EVENTS

      In connection with a private placement of its 10% Promissory Notes and
      preferred Stock Purchase Warrants (the "Notes"), the Company received
      additional loans of $105,000 from subscribers of promissory notes since
      June 30, 1995.

      On September 5, 1995 the Company received $675,000 net of fees of $75,000
      from the sale of 3,000,000 shares of the Company's common stock at $.25
      per share.  In order to issue the shares sold on September 5, 1995,
      certain stockholders consisting mainly of officers and directors of the
      Company surrendered 3,215,000 shares of the Company's common stock in
      exchange for 32,150 shares of Series S Convertible Preferred Stock. The
      Series S Convertible Preferred Stock is convertible to 3,215,000 shares
      of common stock on the earlier of January 1, 1996 or such time as the
      Company has sufficient authorized common stock to convert all of the
      Series S Preferred stock.

      On September 12, 1995, the Company acquired all the outstanding capital
      stock of InfoPak, Inc. for 500,000 shares of its series P Convertible
      Preferred Stock, each share of which is convertibles into 10 shares of
      the Company's common stock.

      The Series P Convertible Preferred Stock issued in connection with the
      acquisition was valued at $2,750,000 ($.55 per share) by the Company and
      will be accounted for as a purchase.





                                      F-18
<PAGE>   50
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEAR ENDED JUNE 30, 1995 AND 1994





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To the Board of Directors and Stockholders
Dimensional Visions Group, Ltd.
Philadelphia, Pennsylvania





We have audited in accordance with generally accepted auditing standards, the
financial statements of DIMENSIONAL VISIONS GROUP, LTD. included in this Annual
Report on Form 10-KSB and have issued our report thereon dated September 18,
1995.  Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedules listed in the preceding
index are the responsibility of the Company's management and are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not part of the basic financial statements.  These schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly state in all material respects
the financial data required to be set forth in relation to the basic financial
statements taken as a whole.



                                                /s/ GITOMER & BERENHOLZ, P.C.
                                                -----------------------------
                                                Gitomer & Berenholz, P.C.


Jenkintown, Pennsylvania
September 18, 1995





                                      F-19
<PAGE>   51
                                                                      SCHEDULE V





                        DIMENSIONAL VISIONS GROUP, LTD.
                    SCHEDULE V - PROPERTY AND EQUIPMENT (1)


<TABLE>
<CAPTION>
         ---------------     ---------------     ---------------     ---------------     ---------------     ---------------
             Column A            Column B            Column C           Column D            Column E            Column F
         ---------------     ---------------     ---------------     ---------------     ---------------     ---------------
                                Balance at                                                Other
                                Beginning         Additions at                            Changes -           Balance at End
         Classification         of Period         Cost                 Retirements        Add (Deduct)        of Period
         ---------------     ---------------     ---------------     ---------------     ---------------     ---------------

 <S>                          <C>                   <C>                  <C>                 <C>              <C>
 Year Ended June 30, 1995
 ------------------------
   Equipment                  $1,621,408            $11,522              $5,228              $ 326            $1,628,028
   Furniture and fixtures        130,412              4,852                -                 ( 326)              134,938
   Leasehold improvements        109,446               -                   -                    -                109,446
                              ----------            -------              ------              ------           ----------
                              $1,861,266            $16,374              $5,228              $  -             $1,872,412
                              ==========            =======              ======              ======           ==========
                              
 Year Ended June 30, 1994     
 ------------------------     
   Equipment                  $1,624,061            $ 6,197              $8,850               $ -             $1,621,408
   Furniture & Fixtures          124,604              5,808                 -                   -                130,412
   Leasehold Improvements        109,446               -                    -                   -                109,446
                              ----------            -------              ------               -----           ----------
                              $1,858,111            $12,005              $8,850               $ -             $1,861,266
                              ==========            =======              ======               =====           ==========
</TABLE>


(1) Depreciation and amortization is computed by the straight-line method over
    the estimated useful lives of the related assets as follows:

<TABLE>
<S>                                  <C>
Equipment                                           5-7 years
Furniture & Fixtures                                5 years
Leasehold improvements               Term of initial operating lease (5 years)
</TABLE>





                                      F-20
<PAGE>   52
                                                                     SCHEDULE VI

                        DIMENSIONAL VISIONS GROUP, LTD.
            SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
                           OF PROPERTY AND EQUIPMENT


<TABLE>
<CAPTION>
         ---------------     ---------------     ---------------     ---------------     ---------------     ---------------
             Column A            Column B            Column C           Column D            Column E            Column F
         ---------------     ---------------     ---------------     ---------------     ---------------     ---------------
                                Balance at                                                Other
                                Beginning         Additions at                            Changes -           Balance at End
         Classification         of Period         Cost                 Retirements        Add (Deduct)        of Period
         ---------------     ---------------     ---------------     ---------------     ---------------     ---------------

 <S>                           <C>                  <C>                 <C>                 <C>                <C>
 Year Ended June 30, 1995
 ------------------------
   Equipment                   $1,426,715           $137,720            $4,705              $  -               $1,559,730
   Furniture and fixtures         110,632             11,801              -                                       122,433
   Leasehold improvements         107,916                970              -                    -                  108,886
                               ----------           --------            ------              ------             ----------
                               $1,645,263           $150,491            $4,705              $  -               $1,791,049
                               ==========           ========            ======              ======             ==========

 Year Ended June 30, 1994
 ------------------------
   Equipment                   $1,134,545           $300,798            $8,604               ($24)             $1,426,715
   Furniture & Fixtures            88,051             22,557               -                   24                 110,632
   Leasehold Improvements          90,574             18,342               -                   -                  107,916
                               ----------           --------            ------               -----             ----------
                               $1,312,170           $341,697            $8,604               $ -               $1,645,263
                               ==========           ========            ======               =====             ==========
</TABLE>





                                      F-21
<PAGE>   53
                                        
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Description                                                 Exhibit No.
-----------                                                 -----------
<S>      <C>                                                        <C>
10.4     Letter of Intent, dated May 12, 1995 and                   1
         Management and Consulting Agreement,
         dated may 24, 1995, between Avonwood
         Capital Corporation and the registrant.



10.5     Consulting Agreement between Avonwood                      2
         Capital and InfoPak, Inc., dated May 13,
         1995.



10.6     Employment Agreement between Steven M.                     3
         Peck and registrant, dated January 1, 1996.
</TABLE>