SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                     For the fiscal year ended June 30, 2004

                                       or

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

     For the transition period from __________ to __________

                        Commission file number: 001-10196

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

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

8777 N. Gainey Center Drive, Suite 191, Scottsdale Arizona         85258
(Address of Principal Executive Offices)                         (Zip Code)

         Issuer's telephone number, including area code: (480) 861-1183

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

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

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

     Indicate  by check  mark  whether  the  issuer  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months  (or for such  shorter  periods  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes {X} No { }

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained herein,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. Yes {X} No { }

     For the fiscal year ended June 30, 2004, the Company's revenue was zero.

     As of November 12, 2004,  the number of shares of Common Stock  outstanding
was 1,145,987.  The aggregate market value of the Company's Common Stock held by
non-affiliates  of the  registrant  as of November 12, 2004,  was  approximately
$2,177,375 (based upon 1,145,987 shares at $1.90 per share).

                       DOCUMENTS INCORPORATED BY REFERENCE

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


<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ITEM 1   DESCRIPTION OF BUSINESS...............................................3
     General...................................................................3
     Company History...........................................................3
         Fiscal Years 1988-1994................................................3
         Fiscal Years 1995-1997................................................3
         Fiscal Years 1998-2004................................................4
     Patents, Trademarks and Proprietary Protection............................4
     Employees.................................................................5
     Selected Consolidated Financial Data......................................5

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

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

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

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

ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.................................8
     Fiscal Years 2004 and 2003................................................8
         Results of Operations.................................................8
         Liquidity and Capital Resources.......................................8

ITEM 7   FINANCIAL STATEMENTS................................................. 9

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

ITEM 8A. CONTROLS AND PROCEDURES..............................................10

ITEM 9   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.........11
     Indemnification of Directors and Officers................................11
     Compliance with Section 16(A) of the Exchange Act........................12

ITEM 10  EXECUTIVE COMPENSATION...............................................13
     Summary Compensation Table...............................................13

ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......14
     1996 Equity Incentive Plan...............................................14
     1999 Stock Option Plan...................................................15

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................15

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

ITEM 14  PRINCIPAL ACCOUNTING FEES AND SERVICES...............................18

SIGNATURES....................................................................20

                                       2

<PAGE>

                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

Prior to its discontinuance of operations, Dimensional Visions Incorporated (the
"Company") created and delivered  3D/animated  graphics for products,  packaging
and marketing  communications.  However,  the Company is not actively conducting
operations at this time. See "Company History-Fiscal Years 1998-2003" below.

InfoPak,  Inc. is our subsidiary company,  but is no longer an operating entity.
It Corporate  charter was revoked  September  30, 2003,  for failure to file its
annual report with the Arizona Corporation Commission.

The  Company's  office and  principal  place of  business  is located at 8777 N.
Gainey Center Drive,  Suite 191,  Scottsdale,  Arizona 85258,  and its telephone
number is (480)861-1183.


COMPANY HISTORY

FISCAL YEARS 1988-1994

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

FISCAL YEARS 1995-1997

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

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



                                       3
<PAGE>

FISCAL YEARS 1998-2004

In January  1998,  we moved our  headquarters  to  Phoenix,  Arizona.  Under the
leadership  of a new executive  management  team,  the Company was  restructured
including  changing our corporate name to Dimensional  Visions  Incorporated and
changing our stock  trading  symbol from DVGL to DVUI.  At the end of 1997,  the
Company  needed to complete  private  placements  of debt and equity to continue
operations.  As a  prerequisite,  our  investment  banking  firm,  Capital  West
Investment Group, required the Company to replace the upper level management and
effect a 1 for 25 reverse stock split.  During the fiscal year 2001, the Company
finalized  an equity line with Swartz  Private  Equity,  LLC to provide  funding
through the sale of the Company's common stock. The Company has the right at its
sole  discretion to put common stock to Swartz,  subject to certain  limitations
and  conditions  based upon trading  volume of the Company's  common stock.  The
Company  also  utilized  $393,000  from a line of credit from  Merrill  Lynch to
sustain operations.

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

During 2001 and early 2002, sales declined, we were unable to access the line of
financing  secured with Swartz Private Equity,  LLC, and we were unable to raise
any substantial amount of financing.  We laid off all but four employees.  Three
out of the four  remaining  employees  eventually  resigned,  leaving  only John
McPhilimy as President,  Secretary,  and Chief Financial Officer.  In June 2002,
Mr.  McPhilimy  also desired to resign and Jason M. Genet,  a consultant  to the
Company,  agreed to replace him, effective upon the appropriate SEC filings. Mr.
Genet became a Director  and  President on August 5, 2002 and hired Larry Kohler
as Chief Financial Officer and Lawrence G. Olson as Vice President and Secretary
on that same date.  Mr.  Genet  resigned  his  position  on May 15, 2003 and Mr.
Kohler and Mr. Olson resigned their  positions on September 9, 2003. Mr. Preston
J. Shea was  elected  to the Board on  September  8, 2003 and is the  President,
Chief Financial Officer and Secretary for the company at present.

The Company has discontinued all operations and has no active business.  Our new
management is now evaluating the Company's  options,  such as a sale, merger, or
other  business  combination.  The Company's  financial  position is precarious.
Unless we are able to generate  revenues or acquire funding to cover our present
and ongoing operating cost and liabilities,  we may not be able to continue as a
going concern.  The probability of generating revenues or obtaining financing is
unlikely at this time.


PATENTS, TRADEMARKS AND PROPRIETARY PROTECTION

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

Historically, when the Company enters engages in business transactions involving
its technology,  it enters into confidentiality  agreements with all persons and


                                       4
<PAGE>

entities who or which may have access to our technology.  However,  no assurance
can be given that such agreements,  the patents,  or any additional patents that
may be issued to the Company will prevent third parties from developing  similar
or  competitive  technology.  There can be no  assurance  that the patents  will
provide us with any significant competitive advantages,  or that challenges will
not be instituted  against the validity or enforceability of its patents,  or if
instituted  that  any  such  challenges  will  not be  successful.  The  cost of
litigation to uphold the validity and prevent infringement can be substantial.

In addition, no assurance can be given that we will have sufficient resources to
either  institute or defend any action,  suit or other  proceeding by or against
our  Company  with  respect  to any  claimed  infringement  of  patent  or other
proprietary  rights.  In the event that we should lose, in the near future,  the
protection afforded by the patents and any future patents, such event could have
a  material  adverse  effect  on our  operations.  Furthermore,  there can be no
assurance that our own technology will not infringe patent or other rights owned
by others or licenses to which may not be available to us.


EMPLOYEES

The Company has one employee who serves without compensation. The Company is not
a party to any  collective  bargaining  agreements.  The Company  considers  its
relations with employees to be good.


SELECTED CONSOLIDATED FINANCIAL DATA

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


<TABLE>
<CAPTION>
                            Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                           June 30, 2004   June 30, 2003   June 30, 2002   June 30, 2001   June 30, 2000
                           -------------   -------------   -------------   -------------   -------------
<S>                        <C>              <C>             <C>             <C>             <C>
Operating revenue           $   --          $   --          $   131,946     $   234,347     $ 1,008,862
Net loss                    $  (107,613)    $  (118,808)    $(1,515,774)    $(1,059,775)    $(1,021,144)
Net loss per share of
common stock                $      (.22)    $      (.21)    $      N/A      $      N/A      $      N/A
Balance Sheet Data:
Working capital (deficit)   $(1,264,203)    $(1,178,340)    $(1,059,532)    $  (542,882)    $   205,284
Total assets                $   --          $   --          $        18     $   211,594     $   885,033
Total liabilities           $   --          $   --          $        18     $   211,594     $   885,033
Stockholders' equity
(deficiency)                $(1,264,203     $(1,178,340     $(1,059,532)    $  (385,574)    $   365,921
</TABLE>



                                       5
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY.

In order to reduce  expenses,  the Company is currently  operating out of office
space made available at no charge to the Company.


ITEM 3. LEGAL PROCEEDINGS.

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

In 2003,  the Company was sued in the Superior Court of the State of California,
Orange County, by the law firm of Oswald & Yapp, A Professional Corporation. The
suit was based on claims of legal fees for services  rendered but not paid.  The
Company  failed to respond to the suit and on February  27, 2004, a judgment was
entered against the Company in the amount of $31,578.91.

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


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

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

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

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


On May 6,  2003,  a majority  of our  shareholders  executed a majority  written
consent in lieu of special meeting.  The majority  shareholders  voted "for" the
following actions:

*    Reversing the number of issued and outstanding  shares,  giving one (1) new
     share for  each sixty (60)  existing  shares,  and  authorizing  the filing
     of a Certificate of Amendment  with the  Delaware  Division of Corporations
     to effect same.




                                       6
<PAGE>


                                    PART II


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

The  Company's  Common  Stock has been  quoted on the OTC  Bulletin  Board  (the
"Bulletin  Board") under the symbol  "DVSO" from May 18, 2004.  From January 12,
1998 to May 18, 2004,  it was traded under the symbol  "DVUI".  Prior to January
12, 1998, the Company's Common Stock traded under the symbol "DVGL."

During the year ended June 30, 2003,  and until May 18, 2004,  at times when the
average number of shares issued and outstanding  exceeded 60,000,000 shares, the
Company's shares traded at prices in the mils. In May 2004, the Company effected
a 1 for 60 reverse  split of the number of shares issued and  outstanding.  This
change  was  reflected  in  the  market  on  May  18,  2004.  Subsequent  to the
contraction in the number of shares issued and  outstanding,  during the last 30
trading  days of the Fourth  Quarter,  the prices of the  Companies  shares have
ranged from a low of $0.55 to a high of $7.00.


HOLDERS

As of November  12,  2004,  the number of  stockholders  of record was 261,  not
including  beneficial  owners whose shares are held by banks,  brokers and other
nominees. The number of stockholders of record as of the date of this filing was
not  available.   The  Company  estimates  that  it  has   approximately   3,000
stockholders in total.


DIVIDENDS

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

Pursuant to the terms of the Company's  Series A Convertible  Preferred Stock, a
5% annual dividend is due and owing. Pursuant to the terms of the Company Series
B Convertible  Preferred  stock,  an 8% annual  dividend is due and owing. As of
June 30, 2003, the Company has not declared dividends on Series A or B preferred
stock. The unpaid cumulative dividends totaled approximately  $116,425. See Note
8 of Notes to Consolidated Financial Statements.



SUPPLEMENTAL  DISCLOSURE  OF NON-CASH  INVESTING AND  FINANCING  ACTIVITIES  FOR
FISCAL YEARS 2003 AND 2002


FISCAL YEAR 2004

The Company  issued 29,000 shares of the Company's  common stock to  consultants
for services rendered valued at $21,750.

                                       7
<PAGE>


FISCAL YEAR 2003

Three  former  employees  of the  company  surrendered  2,187,500  shares of the
company's   common  stock  that  was  originally   issued  to  satisfy   payroll
liabilities.


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

FISCAL YEARS 2004 AND 2003

RESULTS OF OPERATIONS

The Company  ceased all operations in the first quarter of 2002 and is exploring
new business possibilities.

The net loss for the fiscal year ended June 30, 2004, was $107,613 compared with
a net loss of  $118,808  for the fiscal  year ended June 30,  2003.  General and
administrative  expenses  decreased  in the fiscal  year ended June 30,  2004 by
approximately  $10,885 over the fiscal year ended June 30, 2003.  This  decrease
was due to the  elimination  of all expenses  except for  Accounting,  Auditing,
Legal and Transfer fee costs.  Marketing  expenses and engineering  expenses for
the fiscal  years  ended June 30, 2004 and June 30,  2003 were  eliminated  as a
result  of  a  decline  in  business   and  lack  of  funding   resulting  in  a
discontinuance of operations.

Revenue for the fiscal years ended June 30, 2004 and June 30, 2003, was zero, as
the Company had no activity during the year.

As a result of the cessation in revenue,  the Company has  eliminated  its fixed
overhead  costs.  All employees of the Company have either resigned or been laid
off  except  for  the  one  officer  of  the  Company  who  is  working  without
compensation. In addition, the Company has vacated its prior leased premises and
is currently  operating out of office space made available to it at no charge to
the Company.

LIQUIDITY AND CAPITAL RESOURCES

The Company had no collections during the fiscal year ended June 30, 2004.

On January 12,  2001,  the  Company  secured a $500,000  line of credit  through
Merrill Lynch that was obtained by an investor group of existing stockholders as
guarantors of the line of credit. As a result of market conditions,  the line of
credit was  limited  to  $393,000  which  represents  the  amount of  securities
securing  the line of credit by the  investor  group.  The Company no longer has
access to any financing  under this line of credit.  As of January 13, 2002, the
outstanding  debt  was in  default,  and the  Company  was  unable  to pay.  The
guarantors  paid off the  debt to  Merrill  Lynch,  and  assumed  the loan at an
on-going interest rate of 10% due from the Company.  The outstanding debt to the
guarantors, Russell Ritchie and Dale Riker, as of June 30, 2003 was $399,253.


                                       8
<PAGE>

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

In 2001,  the Company  received  $25,000 on a 14%  convertible  debenture from a
stockholder. Payment of principal and interest was due on October 13, 2001. This
debenture is  convertible,  in whole or part, at the option of the holder,  into
shares of the  Company's  common stock at a rate of $.125 per share.  As of June
30,  2003,  the  company  has not  repaid the  debenture  and the holder has not
converted.

In 2001, the Company received $20,000 on a 12% convertible debenture. Payment of
principal  and  interest  was  due  on  February  3,  2002.  This  debenture  is
convertible,  in whole or part, at the option of the holder,  into shares of the
Company's  common stock at a rate of $.125 per share.  As of June 30, 2003,  the
Company has not repaid the debenture and the holder has not converted.

In 2001, the Company  received  $180,000 on a secured note. The note required no
principal or interest  payments  until the maturity date of the note. The assets
of the Company were pledged as collateral for the loan. In mid-2002, the Company
failed to make its payments  due on its  premises  lease and the landlord of the
premises,  locked the doors. Some of the Company's  equipment was repossessed by
the lessors and the  remainder of the  Company's  equipment  and other  tangible
assets  were  disposed  of by the  landlord.  Due to the  loss of the  Company's
tangible  assets,  and it  current  financial  condition,  this  note  is now in
default.

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



ITEM 7. FINANCIAL STATEMENTS.

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



                                       9
<PAGE>




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

The accountants for the Registrant is the firm of Shelley International CPA, 161
East 1st Street,  Suite 1, Mesa,  AZ 85201 who were engaged on November 5, 2004.
Prior to that,  the  accountants  for the  Registrant  was the firm of  Kopple &
Gottlieb, LLP, 420 Old York Rd., Jenkintown, Pennsylvania 19046. The decision to
change  accountants  was  necessitated  by the fact that  Kopple & Gottlieb  was
acquired by another public  accounting  firm. The acquiring firm has elected not
to provide  services  to clients who are  required  to report to the  Securities
Exchange Commission.  Kopple & Gottlieb, LLP, had been the Company's independent
certified accountants since the year 2000.

Prior to the engagement of Kopple & Gottlieb,  the principal accountants for the
Company was Gitomer & Berenholz,  P.C., Huntingdon Valley,  Pennsylvania,  whose
services  were  terminated  by the Company as of July 13,  2000.  The  principal
accountant's report on the financial  statements of the Registrant  contained no
adverse opinion or a disclaimer of opinion, nor was qualified nor modified as to
uncertainty, audit scope, or accounting principles. The termination of Gitomer &
Berenholz, P.C. was approved by the Board of Directors.

The report of the Company's former independent certified  accountants,  Kopple &
Gottlieb,  LLP,  covering  the  fiscal  year  ended  June  20 2003  and  Shelley
International  CPA fpr the fiscal year ended June 30,  2004,  did not include an
adverse opinion or disclaimer of opinion,  and was not qualified as to the audit
scope or accounting principles.

In connection with the audits of the two most recent fiscal years and during any
subsequent  interim period preceding the resignation of Kopple & Gottlieb,  LLP,
there did not develop any disagreement on any matter of accounting principles or
practices,  financial  statement  disclosure,  or  auditing  scope or  procedure
between such former  independent  certified  accountants  and  management of the
Company or other reportable events which have not been resolved to the Company's
former independent certified accountants' satisfaction.



ITEM 8A.  CONTROLS AND PROCEDURES

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


                                       10
<PAGE>


                                    PART III


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

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

Name                      Age            Position
----                      ---            --------
Preston J. Shea            56            Director, President, Secretary,
                                         Chief Financial Officer

Preston J. Shea, President,  Secretary,  and Director is licensed as an attorney
in the State of Arizona and as a Barrister  and  Solicitor by the Law Society of
Upper Canada in Ontario.  From 1999 to present,  he has been vice  president and
general  counsel for an  international  business  organization  with  offices in
Canada  and the United  States and  representative  offices in  Russian,  China,
Austria and Mexico.  From 1990 to 1999, he practiced  international  immigration
law and business law in Ontario, Canada, Detroit, Michigan and Phoenix, Arizona,
with an emphasis on the North American Free Trade Agreement. Prior to that, from
1986 to 1990, he was employed by the  government of Canada in various  positions
including Chief of Staff for the Federal  Minister of the  Environment,  Special
Assistant  to the  Federal  Minister  of  International  Trade,  and as a Senior
Investment Advisor in the Los Angeles offices of the Canadian  Consulate.  Prior
to his tenure with the Canadian  government,  he was actively engaged in various
legal and business positions in the private sector.

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.


INDEMNIFICATION OF DIRECTORS AND OFFICERS

The  Certificate  of  Incorporation  and Bylaws of the Company  provide that the
Company will indemnify and advance expenses,  to the fullest extent permitted by
the Delaware  General  Corporation Law, to each person who is or was a director,
officer or agent of the Company, or who serves or served any other enterprise or
organization  at the request of the Company (an  "Indemnitee").  Under  Delaware
law, to the extent that an  Indemnitee  is successful on the merits of a suit or
proceeding brought against him or her by reason of the fact that he or she was a
director,  officer  or agent of the  Company,  or  serves  or  served  any other
enterprise  or  organization  at the request of the  Company,  the Company  will
indemnify him or her against expenses  (including  attorneys' fees) actually and
reasonably  incurred in connection with such action.  If unsuccessful in defense
of a third-party civil suit or a criminal suit, or if such a suit is settled, an
Indemnitee  may be  indemnified  under  Delaware law against both (i)  expenses,
including  attorneys'  fees,  and (ii)  judgments,  fines  and  amounts  paid in
settlement if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best  interests of the  Company,  and,
with  respect to any criminal  action,  had no  reasonable  cause to believe his


                                       11
<PAGE>

other conduct was unlawful.  If  unsuccessful in defense of a suit brought by or
in the right of the Company,  where the suit is settled,  an  Indemnitee  may be
indemnified under Delaware law only against expenses (including attorneys' fees)
actually and reasonably  incurred in the defense or settlement of the suit if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in, or not opposed  to, the best  interests  of the  Company  except that if the
Indemnitee  is  adjudged  to be  liable  for  negligence  or  misconduct  in the
performance  of his or her duty to the  Company,  he or she cannot be made whole
even  for  expenses  unless  a  court  determines  that he or she is  fully  and
reasonably  entitled to indemnification  for such expenses.  Also under Delaware
law,  expenses  incurred  by an  officer or  director  in  defending  a civil or
criminal action, suit or proceeding may be paid by the Company in advance of the
final  disposition  of  the  suit,  action  or  proceeding  upon  receipt  of an
undertaking  by or on behalf of the  officer or director to repay such amount if
it is ultimately  determined that he or she is not entitled to be indemnified by
the Company.  The Company may also advance expenses  incurred by other employees
and agents of the Company upon such terms and conditions, if any, that the Board
of Directors of the Company deems appropriate.  Insofar as  indemnification  for
liabilities  arising  under the Act may be permitted to  directors,  officers or
persons  controlling the Company  pursuant to the foregoing  provisions,  in the
opinion of the  Commission,  such  indemnification  is against  public policy as
expressed in the Act and is therefore unenforceable.


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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


                                       12
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

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

<TABLE>
<CAPTION>
                                     ANNUAL COMPENSATION              LONG TERM COMPENSATION
                               ------------------------------   --------------------------------
                                                                      Awards           Payouts
                                                               --------------------    --------
                                                    Other                Securities
                                                    Annual   Restricted  Underlying                All Other
                                                    Compen-      Stock     Options/     LTIP        Compen-
                       Year   Salary($)  Bonus($)   sation($)  Awards($)   SARs(#)    Payouts($)   sation($)
                       ----   --------   --------   --------   --------   ---------   ---------    --------
<S>                    <C>    <C>        <C>        <C>       <C>         <C>         <C>          <C>

Preston J. Shea        2004   $    -0-   $    -0-   $    -0-   $    -0-         -0-     $   -0-     $   -0-
President, Secretary,  2003   $    -0-   $    -0-   $    -0-   $    -0-         -0-     $   -0-     $   -0-
CFO (1)

Jason M. Genet,        2003   $    -0-   $    -0-   $    -0-   $    -0-         -0-     $   -0-     $   -0-
President(2)

Larry Kohler,          2003   $    -0-   $    -0-   $    -0-   $    -0-         -0-     $   -0-     $   -0-
CFO(3)

Lawrence G. Olson,     2003   $    -0-   $    -0-   $    -0-   $    -0-         -0-     $   -0-     $   -0-
VP, Secretary(4)

</TABLE>

----------
(1)  Effective September 08, 2003.
(2)  Effective August 5, 2002; Resigned May 15, 2003
(3)  Effective August 5, 2002; Resigned September 8, 2003
(4)  Effective August 5, 2002; Resigned September 8, 2003


EMPLOYMENT AND RELATED AGREEMENTS

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


                                       13
<PAGE>

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

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


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

The following table sets forth the  shareholdings  of those persons who: (i) own
more than five  percent of our common  stock as of  November  12,  2004 with the
number of outstanding shares at 1,145,987; (ii) are officers or directors of the
Company; and (iii) all officers and directors as a group:

                                                                    Percentage
                                                                   Beneficially
              Name                           Number of Shares        Owned(1)
              ----                           ----------------        --------
Jason M. Genet,                                  185,000              16.1%
1636 Los Alamos circle
Mesa, AZ  85204

David W. Keaveney                                285,000              24.9%
3550 N. Central Avenue S-1000
Phoenix, AZ 85012

----------
(1)  Except as otherwise  indicated,  we believe that the  beneficial  owners of
     Common Stock listed above,  based on information  furnished by such owners,
     have sole investment and voting power with respect to such shares,  subject
     to  community  property  laws where  applicable.  Beneficial  ownership  is
     determined in accordance  with the rules of the SEC and generally  includes
     voting or  investment  power with respect to  securities.  Shares of Common
     Stock subject to options or warrants currently exercisable,  or exercisable
     within 60 days,  are deemed  outstanding  for  purposes  of  computing  the
     percentage  of the person  holding such  options or  warrants,  but are not
     deemed  outstanding  for purposes of computing the  percentage of any other
     person.


1996 EQUITY INCENTIVE PLAN

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

                                       14
<PAGE>

1999 STOCK OPTION PLAN

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


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

On October 2, 2001,  the Company  entered  into a Secured  Note in the  original
principal  amount of  $180,000  with  interest  accruing  at 12% per annum  with
Suntine Enterprises, LLC. Larry Kohler, who was not then, but later became Chief
Financial  Officer  and a Director  of the  Company,  is the  manager of Suntine
Enterprises,  LLC. The note, including payment of principal and all interest, is
due on October 2, 2004 and is secured by all assets of the Company. In mid-2002,
the  Company  failed  to make its  payments  due on its  premises  lease and the
landlord of the premises,  locked the doors. Some of the Company's equipment was
repossessed  by the lessors and the  remainder of the  Company's  equipment  and
other tangible  assets were disposed of by the landlord.  Due to the loss of the
Company's tangible assets, and it current financial condition,  this note is now
in default.


                                       15
<PAGE>


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

(a) Exhibits - The following Exhibits are incorporated by reference:

     3.1(a)    Articles of Incorporation, dated May 12, 1988
     3.2(a)    Bylaws
     4.1(a)    Certificate  of  Designation  of Series A  Convertible  Preferred
                 Stock, dated December 12, 1992
     4.2(a)    Certificate  of  Designation  of Series B  Convertible  Preferred
                 Stock, dated December 22, 1993
     4.3(a)    Certificate  of  Designation  of Series P  Convertible  Preferred
                 Stock, dated September 11, 1995
     4.4(a)    Certificate  of  Designation  of Series S  Convertible  Preferred
                 Stock, dated August 28, 1995
     4.5(a)    Certificate  of  Designation  of Series C  Convertible  Preferred
                 Stock, dated November 2, 1995
     4.6(a)    Certificate  of  Designation of Series D and Series E Convertible
                 Preferred Stock dated August 25, 1999
     4.7(a)    Form of Warrant Agreement to debt holders, dated January 15, 1998
     4.8(a)    Form of Warrant Agreement to debt holders, dated April 8, 1998
     4.9(a)    Form of Warrant Agreement to participants in Private Placement
                 dated April 8, 1998
     4.10(b)   Pledge  Agreement dated January 11, 2001 with Dale Riker and Russ
                 Ritchie
     4.11(b)   Investment Agreement dated December 13, 2000, with Swartz Private
                 Equity, LLC
     4.12(b)   Merrill  Lynch  Portfolio  Reserve  Loan and  Collateral  Account
                 Agreement, dated January 12, 2002
     10.1(a)   1996 Equity Incentive Plan
     10.2(a)   1999 Stock Option Plan
     10.3(c)   Employment   Agreement  dated  January  1,  2001,  with  John  D.
                 McPhilimy
     10.4(c)   Employment  Agreement dated July 1, 2001, with Bruce D. Sandig
     10.5(d)   Settlement  Agreement and Release dated April 30, 2003, between
                 the Company and Russell H. Ritchie,
                Dale E. Riker,  Suntine  Enterprises,  LLC, and Cornerstone
                  Wireless Communications, LLC.
     14(e)     Dimensional Visions, Inc. Code of Ethics
     21.1(b)   Subsidiaries of the Registrant
     23.1(e)   Consent of Shelley International CPA
     31.1(e)   Certification  of Chief  Executive Officer and of Chief Financial
                 Officer  pursuant  to the  Securities  Exchange  Act of 1934,
                 Rules  13a-14 and 15d-14, as adopted pursuant to Section 302 of
                 the Sarbanes-Oxley Act of 2002.
     32.1(e)   Certification  of Chief Executive  Officer and of Chief Financial
                 Officer pursuant to the Securities Exchange Act of 1934,  Rules
                 13a-14 and 15d-14, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002.


                                       16
<PAGE>


b) Reports on Form 8-K filed:

1.   Form 8-K,  filed May 24,  2004,  giving  notice that (1) on May 6, 2004 the
     Registrant  filed a Certificate of Amendment with the Delaware  Division of
     Corporations to reverse its issued and outstanding  shares,  giving one (1)
     new share for each sixty (60) existing shares,  and (2) that before the end
     of May, 2004, the Registrant intends to send to the Securities and Exchange
     Commission  its Form D, Rule 506 Notice  regarding  its Seven Hundred Fifty
     Thousand Dollar  ($750,000.00)  private  placement  financing to accredited
     investors.  Pursuant  to this  proposed  registration,  the  investor  will
     receive a one year debenture with an interest rate of ten percent (10%) per
     year, payable quarterly.  Further,  the investor will receive one (1) share
     of the restricted  stock of the registrant for each two dollars  ($2.00) of
     debentures  purchased.  As of the  date of the 8-K  report  the  amount  of
     debentures  sold and paid for was none.  This Seven Hundred Fifty  Thousand
     Dollar  ($750,000.00)  financing,  after expenses and commissions,  will be
     used for working capital and product  development by the  registrant.  This
     Form 8-K report is incorporated herein by reference.

2.   Form 8-K/A,  filed  September  23, 2004,  giving  notice that  Registrant's
     proposed  Seven  Hundred  Fifty  Thousand  Dollar   ($750,000.00)   private
     placement financing to accredited investors has been cancelled with nothing
     raised.  Further,  the  negotiations  by the  Registrant to acquire  Global
     Entertainment Marketing & Advertising,  Inc. has been terminated. This Form
     8-K report is incorporated herein by reference.





----------
(a) Incorporated by reference from the Company's  Registration Statement on Form
SB-2 dated June 19, 2000  (Registration  No.  333-30368).

(b)  Incorporated  by reference from the Company's  Registration Statement on
Form SB-2 dated July 10, 2001 (Registration No. 333-56804).

(c)  Incorporated  by reference  from the  Company's  Amendment  No. 1 to Annual
Report on Form 10-KSB,  dated February 22, 2002.

(d)  Incorporated  by reference
from the Company's Form 10KSB for FYE June 30, 2003, filed October 15, 2003.

(e)  Incorporated herein.




                                       17
<PAGE>


ITEM 14    PRINCIPAL ACCOUNTING FEES AND SERVICES.

       The following is a summary of the aggregate  fees billed to Registrant by
its principal  accountant(s)  for professional  services rendered for the fiscal
years ended June 30, 2004 and 2003.


Fee Category                           Fiscal 2004 Fees       Fiscal 2003 Fees
------------                           ----------------       ----------------
Audit Fees (1)                              10,000                 7,500
Audit-Related Fees (2)                           0                     0
Tax Fees (3)                                     0                     0
All Other Fees (4)                               0                     0
Total Fees                                  10,000                 7,500


-------------
1. Audit Fees.  Consists of fees billed for professional  services  rendered for
the audits of Registrant's  financial statements for the fiscal years ended June
30,  2004 and 2003,  and for  review of the  financial  statements  included  in
Registrant's Quarterly Reports on Form 10-QSB for those fiscal years.

2.  Audit-Related  Fees.  Consists  of fees  billed  for  services  rendered  to
Registrant for  audit-related  services,  which generally include fees for audit
and review services in connection with a proposed spin-off transaction, separate
audits of employee  benefit and pension plans,  and ad hoc fees for consultation
on financial accounting and reporting standards.

3. Tax Fees. Consists of fees billed for services rendered to Registrant for tax
services, which generally include fees for corporate tax planning,  consultation
and compliance.

4. All Other Fees.  Consists of fees billed for all other  services  rendered to
Registrant,  which generally  include fees for consultation  regarding  computer
system  controls and human capital  consultations.  No services  were  performed
related to  financial  information  systems  design and  implementation  for the
fiscal years ended June 30, 2004 and 2003.

        None of the "audit-related,"  "tax" and "all other" services in 2004, as
defined  above,  were  approved  by the Audit  Committee  in  reliance on the de
minimus exception to the preapproval  requirements under federal securities laws
and regulations.


Pre-Approval of Services of Principal Accounting Firm

        The Audit  Committee's  written policy is to  pre-approve  all audit and
permissible  non-audit  services provided by Registrant's  principal  accounting
firm  (independent   auditor).   These  services  may  include  audit  services,
audit-related  services,  tax services and other permissible non-audit services.
Any service  incorporated  within the independent  auditor's  engagement letter,
which is approved by the Audit Committee,  is deemed  pre-approved.  Any service
identified  as to type and estimated fee in the  independent  auditor's  written
annual  service  plan,  which is  approved  by the  Audit  Committee,  is deemed
pre-approved up to the dollar amount provided in such annual service plan.

                                       18
<PAGE>

        During  the  year,  the  principal  accounting  firm  may  also  provide
additional  accounting  research  and  consultation  services  required  by, and
incident  to,  the  audit  of  Registrant's  financial  statements  and  related
reporting compliance.  These additional  audit-related services are pre-approved
up to the amount  approved  in the annual  service  plan  approved  by the Audit
Committee.  The Audit Committee may also pre-approve  services on a case-by-case
basis during the year.

        The Audit  Committee's  approval of proposed services and fees are noted
in the meeting minutes of the Audit  Committee  and/or by signature of the Audit
Committee on the engagement letter. The principal  accounting firm of Registrant
and management are periodically  requested to summarize the principal accounting
firm  services  and fees paid to date,  and  management  is  required  to report
whether the principal accounting firm's services and fees have been pre-approved
in accordance with the required pre-approval process of the Audit Committee.


Non-Audit Services

        The Audit Committee of the Board of Directors has considered whether the
provision of non-audit  services by the  Registrant's  principal  accountants is
compatible with maintaining auditor independence.





                                       19
<PAGE>




                                   SIGNATURES

       Pursuant  to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                    DIMENSIONAL VISIONS, INC.



Dated: November 15, 2004
                                    By: /s/ Preston J. Shea
                                    ------------------------
                                    Preston J. Shea, President
                                    Principal Accounting Officer


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



        Signature                  Title                      Date

/s/ Preston J. Shea         President,                      November 15, 2004
-------------------         Principal Accounting Officer,
Preston J. Shea             Director








                                       20


<PAGE>



                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY

                       YEARS ENDED JUNE 30, 2004 AND 2003

                                                                            Page
                                                                            ----

Independent Auditors' Report                                                 F-2

Consolidated Financial Statements

     Balance Sheet                                                           F-4

     Statements of Operations                                                F-5

     Statements of Stockholders' Deficiency                                  F-6

     Statements of Cash Flows                                                F-7

     Notes to Consolidated Financial Statements                              F-9



                                       F-1



<PAGE>



                          INDEPENDENT AUDITORS' REPORT


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

We have  audited  the  accompanying  consolidated  balance  sheet (not  included
here-in) of Dimensional Visions Incorporated and Subsidiary (the "Company") as
of June  30,  2003,  and the  related  consolidated  statements  of  operations,
stockholders'  equity  (deficiency),  and cash flows for the year ended June 30,
2003.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the financial position of Dimensional  Visions  Incorporated
and Subsidiary as of June 30, 2003 and the results of their operations and their
cash  flows for the year  ended  June 30,  2003 in  conformity  with  accounting
principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note 1 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from  operations  and has a working  capital and a  stockholders  deficiency  of
$1,178,340  as of June 30,  2003,  which  raises  substantial  doubt  about  the
Company's  ability to continue as a going concern.  The future of the Company as
an  operating  business  will  depend on its  ability to (1)  obtain  sufficient
capital contributions and/or financing as may be required to sustain its current
operations and (2) Seek out a sale,  merger or other business  combination  with
another  entity  acceptable  to  the  Board  of  Directors.   Management's  plan
concerning these matters is also described in Note 1. The consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

/s/ Kopple & Gottlieb, LLP
--------------------------
KOPPLE & GOTTLIEB, LLP

Jenkintown, Pennsylvania
October 10, 2003

                                       F-2


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have  audited the  accompanying  consolidated  balance  sheet of  Dimensional
Visions Incorporated and Subsidiary (the "Company") as of June 30, 2004, and the
related   consolidated   statements   of   operations,    stockholders'   equity
(deficiency),  and cash flows for the year ended June 30, 2004.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the financial position of Dimensional  Visions  Incorporated
and Subsidiary as of June 30, 2004 and the results of their operations and their
cash  flows for the year  ended  June 30,  2004 in  conformity  with  accounting
principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note 1 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from  operations  and has a working  capital and a  stockholders  deficiency  of
$1,264,203  as of June 30,  2004,  which  raises  substantial  doubt  about  the
Company's  ability to continue as a going concern.  The future of the Company as
an  operating  business  will  depend on its  ability to (1)  obtain  sufficient
capital contributions and/or financing as may be required to sustain its current
operations and (2) Seek out a sale,  merger or other business  combination  with
another  entity  acceptable  to  the  Board  of  Directors.   Management's  plan
concerning these matters is also described in Note 1. The consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

/s/ Shelly International CPA's
--------------------------

Mesa, Arizona
November 10, 2004

                                       F-3


<PAGE>


                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004

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

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
 Short-term borrowings                                                  632,520
 Accounts payable, accrued expenses and other liabilities               631,683
                                                                   ------------
       Total current liabilities                                      1,264,203
                                                                   ------------


      Total liabilities                                               1,264,203
                                                                   ------------

Commitments and contingencies                                                --

Stockholders' deficiency
  Preferred stock - $.001 par value, authorized 10,000,000
   shares; issued and outstanding 524,044 shares                            524
  Additional paid-in capital                                            908,894
                                                                   ------------
                                                                        909,418
  Common stock - $.001 par value, authorized 100,000,000
   shares; issued and outstanding 1,058,526                               1,059
  Additional paid-in capital                                         22,456,043
  Deficit                                                           (24,630,723)
                                                                   ------------

        Total stockholders' deficiency                               (1,264,203)
                                                                   ------------
        Total liabilities and stockholders' deficiency             $         --
                                                                   ============

                 See notes to consolidated financial statements.



                                      F-4



<PAGE>


                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED JUNE 30, 2004 AND 2003



                                                     2004             2003
                                                  -----------       -----------


Operating revenue                                 $       --        $        --
Cost of sales                                             --                 --
                                                  -----------       -----------

Gross profit                                              --                 --
                                                  -----------       -----------

Operating expenses
  Engineering and development costs                       --                 --
  Marketing expenses                                      --                 --
  General and administrative expenses                  38,083            48,968
                                                  -----------       -----------

        Total operating expenses                       38,083            48,968
                                                  -----------       -----------
Loss before interest expense                          (38,083)          (48,968)
                                                  -----------       -----------
  Interest expense                                    (69,530)          (69,840)



Net loss                                             (107,613)         (118,808)

Dividends in arrears on preferred stock              (116,425)         (105,875)
                                                  -----------       -----------

Net Loss available to common shareholders         $  (224,038)      $  (224,683)
                                                  ===========       ===========
Loss per share
  Basic and diluted loss per common share         $       .22      $       (.21)
                                                  ===========       ===========

Shares used in computing net loss per share         1,031,665         1,065,884
                                                  ===========       ===========


                 See notes to consolidated financial statements.

                                       F-5


<PAGE>


<TABLE>
<CAPTION>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                       YEARS ENDED JUNE 30, 2004 AND 2003

           Preferred Stock                       Common Stock
         --------------------               ---------------------
                     Additional                             Additional
 ($.001 Par Value)    Paid-in        ($.001 Par Value)        Paid-in
 Shares     Amount    Capital       Shares        Amount      Capital       Deficit         Total
---------   ------ ----------    ---------      ------    -----------   ------------     -----------
<S>         <C>    <C>           <C>            <C>       <C>           <C>              <C>

Balance, June 30, 2002

524,044   $  524   $  908,894     $1,065,984      $1,066    $22,434,228   $(24,404,302)  $(1,059,532)
=======   ======   ==========     ==========     =======    ===========   ============   ===========


Surrender of 36,458
shares of the Company's
common stock originally
issued for compensation              (36,458)        (36)            36             --             --

Net loss      --           --             --          --             --       (118,808)     (118,808)

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

Balance, June 30, 2003

524,044   $  524   $  908,894     $1,029,526      $1,030    $22,434,264   $(24,523,110)  $(1,178,340)
=======   ======   ==========     ==========     =======    ===========   ============   ===========

Issuance of 29,000 shares
of the Company's common
stock to consultants for
consultants for services
valued at $21,750                     29,000          29         21,721             --       $21,750

Net loss     --           --             --          --             --      $(107,613)     $(107,613)
-------   ------   ----------     ----------     -------    -----------   ------------   -----------

Balance, June 30, 2004

524,044  $   524   $  908,894      1,058,526      $1,059    $22,455,985  $(24,630,723)   $(1,264,203)
=======   ======   ==========     ==========     =======    ===========   ============   ===========
</TABLE>


* The above common  shares have been adjusted  retroactively  for a 60:1 reverse
stock split occurring May 6, 2004.


                 See notes to consolidated financial statements.

                                       F-6
<PAGE>


<TABLE>
<CAPTION>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED JUNE 30, 2004 AND 2003

                                                                           2004             2003
                                                                        -----------     -----------
<S>                                                                    <C>              <C>
Operating activities
  Net loss                                                             $  (107,613)     $  (118,808)
                                                                                         (1,515,774)
 Adjustments to reconcile net loss to net cash
  used in operating activities
   Loss on disposal of assets and capitalized lease termination                --                --
   Consulting service paid through issuance of common stock                 21,750               --
   Depreciation and amortization of property and equipment                     --                --
   Amortization of debt discount                                               --                --
   Amortization of other assets and deferred costs                             --                --
   Security deposit used to pay rent                                           --                --
   Changes in assets and liabilities which provided (used) cash
    Accounts receivable, trade                                                 --                --
    Prepaid supplies and expenses                                              --                --
    Accounts payable, accrued expenses and other liabilities                85,863          118,590

                                                                       -----------      -----------
Net cash used in operating activities                                          --              (218)

                                                                       -----------      -----------
Financing activities
   Short term borrowings                                                       --               200
                                                                       -----------      -----------
Net cash provided by financing activities                                      --               200
                                                                       -----------      -----------
Net decrease in cash and cash equivalents                                                       (18)

Cash and cash equivalents, beginning of year                                                     18
                                                                       -----------      -----------
Cash, end of year                                                      $       --       $        --
                                                                       ===========      ===========
Supplemental disclosure of cash flow information:
  Cash paid during the year for interest                               $       --       $        --
                                                                       ===========      ===========
  Issuance of common stock in connection
    with consulting services                                           $    21,750       $       --
                                                                       ===========      ===========
</TABLE>



                 See notes to consolidated financial statements.

                                       F-7


<PAGE>



                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS, continued
                       YEARS ENDED JUNE 30, 2004 AND 2003


Supplemental  disclosure  of non-cash  investing and  financing  activities  for
fiscal year 2004:


     The  Company  issued  29,000  shares  of  the  Company's  common  stock  to
     consultants for services rendered valued at $21,750.





                 See notes to consolidated financial statements.

                                       F-8


<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 2004 AND 2003

Note 1:   Summary of Significant Accounting Policies

          DESCRIPTION  OF BUSINESS,  FINANCING AND BASIS OF FINANCIAL  STATEMENT
          PRESENTATION

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

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

          The Company has historically financed its operations primarily through
          the sale of its  securities.  The Company has had no sales  during the
          years  ended June 30,  2004 and 2003.  The volume of  business  is not
          sufficient to support the Company's cost structure. Accordingly during
          April 2002 the Company ceased its present operations.

          Effective May 6, 2004, the Company's  stockholders  approved a one for
          sixty  Reverse Split of its common stock ("The  Reverse  Split").  The
          effect of the Reverse  Split has been  retroactively  reflected  as of
          July 1, 2002 in the consolidated financial statements.  All references
          to number of shares  issued,  conversions  to common stock,  per share
          amounts and stock option data have been restated to reflect the effect
          of the Reverse Split for the period presented.

          LIQUIDITY AND CAPITAL RESOURCES

          The Company has incurred losses since inception of $24,630,723 and has
          a working  capital  deficiency of $1,264,203 as of June 30, 2004.  The
          future of the  Company as an  operating  business  will  depend on its
          ability  to  (1)  obtain  sufficient  capital   contributions   and/or
          financing  as may be  required  to  sustain  its  operations  and  (2)
          ultimately achieve a sale, merger, or other business  combination with
          another entity acceptable to the board of directors. Management's plan
          to address these issues includes, (a) continued exercise of tight cost
          controls to conserve cash, (b) obtaining financing, a sale, merger, or
          other business  combination with another entity, and (c) negotiating a
          settlement of various obligations in order to position the company for
          a sale, merger, or business combination.

          The  consolidated  financial  statements have been prepared on a going
          concern basis which  contemplates  the  realization  and settlement of
          liabilities  and  commitments  in the normal  course of business.  The
          available  funds at June 30, 2004,  is not  sufficient  to satisfy the
          present cost  structure.  Management  recognizes that the Company must
          obtain additional funding to enable it to continue operations.  Unless
          the Company is able to merge with or acquire another  operating entity
          or other  business  combination  it may not be able to  continue  as a
          going concern.

                                      F-9
<PAGE>

                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2004 AND 2003

Note 1:   Summary of Significant Accounting Policies (continued)

          LIQUIDITY AND CAPITAL RESOURCES (continued)

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


          CONSOLIDATION POLICY

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


          INCOME TAXES

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

          LOSS PER SHARE

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

          USE OF ESTIMATES

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

          STOCK-BASED COMPENSATION

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


                                      F-10

<PAGE>

                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2004 AND 2003

Note 3:   Accounts Payable, Accrued Expenses and Other Liabilities

               Accounts payable                             $430,546
               Accrued Interest                              185,065
               Salaries                                       16,072
                                                            --------

                    Total                                   $631,683
                                                            ========


Note 4:   Short-Term Borrowings
              Interest
                                        Rates      2004          2003
                                      --------     ----          ----
           Investors Group              10%      $399,253     $399,253
           Convertible Debentures      12-14%      45,000       45,000
           Secured Note                 12%       180,000      180,000
           Individual                   --          8,267        8,267
                                              -----------     --------
                                                 $632,520     $632,520

          On January  29,  2002,  the  investor  group as the  guarantor  on the
          secured  line of credit with Merrill  Lynch paid off this  obligation,
          after the loan was  declared in  default.  The  Company  continues  to
          accrue interest under this obligation.

          The  outstanding   debt  may  also  be  converted  by  the  individual
          stockholders  at a rate of one  half a share of the  Company's  common
          stock for every dollar assumed.

          During July and August of 2001 the Company borrowed $45,000 and issued
          a 14% convertible debenture for $25,000 due in October 2001 and issued
          a 12%  convertible  debenture for $20,000 due in February  2002.  Both
          debentures are in default under the terms of the debenture  agreement.
          The Company  continues to accrue  interest on these  obligations.  The
          debentures are convertible  into 6,000 shares of the Company's  common
          stock at $7.50  per share  after  given  effect  for the 1 to 60 share
          reverse split.

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

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


                                      F-11
<PAGE>

                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2004 AND 2003

Note 4:   Short-Term Borrowings (continued)

          On April 30, 2003, the Company entered into a settlement agreement and
          release  with "the debt holder  group,"  which  includes  the investor
          group representing  $399,253 of short term debt, the limited liability
          company  of  $180,000  of short  term debt and an entity  owned by the
          investor group which made  disbursements of approximately $ 53,208 for
          the benefit of the Company through June 30,2004,  which is included in
          accounts  payable.  The  agreement  calls for all of debt holder group
          liabilities   to  be  paid  in  full  by   issuing   $50,000  in  post
          reorganization  unrestricted Company Common Stock and issuing $200,000
          in post reorganization  restricted Company Common Stock. The agreement
          requires the Company's common stock to be issued within 10 days of the
          completion of the reorganization of the Company. At the time the stock
          is issued,  interest accrued on the motes will be cancelled.  The debt
          holder group is  permitted  to  liquidate  up to $10,000  worth of the
          unrestricted  common  stock each month for five months  commencing  10
          days after  receipt of the  Company's  Common  Stock.  The debt holder
          group may receive additional unrestricted stock if the Company's stock
          falls  below  $50,000  upon  liquidation  and  additional   shares  of
          restricted  stock if the price of the  restricted  shares  fall  below
          $200,000 one year after first receipt. As of November 2004, no plan of
          reorganization has been entered into.


Note 5:   Commitments and Contingencies

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

          The Company has not declared  dividends  on Series A or B  Convertible
          Preferred Stock. The cumulative  dividends in arrears through June 30,
          2003 was approximately $116,425

          The Company's lease  obligation under the remaining lease term through
          December  2003  was  approximately  $70,000.  Management  has  had  no
          communications with the former landlord, since October 2002.

Note 6:   Common Stock

          As of June 30, 2004, there are outstanding 111,008 non-public warrants
          and options to purchase the Company's  common stock at prices  ranging
          from $7.50 to $15.93 with a weighted average price of $9.52 per share.

          As of June 30, 2004,  there were 524,044 shares of various  classes of
          Convertible  Preferred  Stock  outstanding  which can be  converted to
          14,814 shares of common stock (see Note 7).



                                      F-12
<PAGE>


                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2004 AND 2003

Note 6:   Common Stock (continued)

          As of June 30, 2004, there are convertible debentures outstanding that
          can be  converted to 6,000 shares of common Stock (see note 4) and the
          investor group can also convert the outstanding  loan to 19,963 shares
          of common stock at an exchange rate of three shares for every dollar.

          On June 4, 2004 the  Company  issued  29,000  Shares of the  Company's
          common  stock for  consulting  services  rendered  to the  Company and
          valued a $21,750.

          The total  number of shares of the  Company's  common stock that would
          have been issued upon conversion of the outstanding warrants, options,
          preferred stock and loans converted  equaled 151,785 shares as of June
          30, 2004,  and would be in addition to the 1,058,525  shares of common
          stock outstanding as of June 30, 2004.


Note 7:   Preferred Stock

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

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

          The  Company's  Series A  Convertible  5% Preferred  Stock  ("Series A
          Preferred"),  100,000 shares  authorized,  is convertible  into common
          stock at the rate of .027 share of common  stock for each share of the
          Series A  Preferred.  Dividends  from date of issue,  are payable from
          retained earnings, and have been accumulated on June 30 each year, but
          have not been declared or paid (see Note 5).

          The  Company's  Series B  Convertible  8% Preferred  Stock  ("Series B
          Preferred"),  is convertible at the rate of .067 share of common stock
          for each share of Series B Preferred. Dividends from date of issue are
          payable on June 30 from retained  earnings at the rate of 8% per annum
          and have not been declared or paid (see Note 5).


                                      F-13
<PAGE>

                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2004 AND 2003

Note 7:   Preferred Stock (continued)

          The  Company's  Series  C  Convertible   Preferred  Stock  ("Series  C
          Preferred") is convertible at a rate of .007 share of common stock per
          share of Series C Preferred.

          The  Company's  Series  D  Convertible   Preferred  Stock  ("Series  D
          Preferred") is convertible at a rate of .034 share of Common stock per
          share of Series D Preferred.

          The  Company's  Series  E  Convertible   Preferred  Stock  ("Series  E
          Preferred") is convertible at a rate of .034 share of Common stock per
          share of Series E Preferred.

          The  Company's  Series  P  Convertible   Preferred  Stock  ("Series  P
          Preferred"),  is  convertible  at a rate of .007 share of common stock
          for each share of Series P Preferred.

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

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


                                      F-14
<PAGE>



                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2004 AND 2003

Note 8:   Stock Option Plan and Equity Incentive Plan

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

          As of June 30, 2004,  no stock  options  have been granted  under this
          plan.

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

          Restricted stock awards entitle the recipient to acquire shares for no
          cash consideration or for consideration determined by the Compensation
          Committee.  The award may be subject to  restrictions,  conditions and
          forfeiture  as the  Committee  may  determine.  Deferred  stock  award
          entitles recipient to receive shares in the future. Since inception of
          this plan in 1996 through June 30,  2000,  5,102,978  shares of common
          stock have been  issued.  As of June 30, 2004 and 2003,  no options or
          SAR's have been granted.


                                      F-15
<PAGE>

                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2004 AND 2003

Note 8:   Stock Option Plan and Equity Incentive Plan (continued)

          If the Company had elected to recognize  compensation expense based on
          the fair  value  of stock  plans as  prescribed  by FAS No.  123,  the
          Company's  net loss and net loss per share  would have not changed for
          the pro forma amounts as indicated below:

                                                        2004           2003
                                                     -----------    -----------
          Net Loss available to common shareholders  $ (224,038)   $ (224,683)
          Net Loss - pro forma                       $ (224,038)   $ (224,683)
          Net Loss per share - as reported           $     (.22)   $     (.21)
          Net Loss per share - pro forma             $     (.22)   $     (.21)


Note 9:  Income Taxes

          The tax effects of  significant  items  comprising  the  Company's net
          deferred taxes as of June 30, 2004 were as follows:

               Deferred tax assets:
                 Goodwill                                  $   173,000
                 Net operating loss carryforwards            8,001,000
                                                           -----------
                                                             8,174,000
                                                           -----------

               Net deferred tax asset                        8,174,000
               Valuation allowance                          (8,174,000)
                                                           -----------

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

          The change in valuation allowance for the year ended June 30, 2003 was
          increased by approximately $46,000.

          There was no  provision  for current  income taxes for the years ended
          June 30, 2004 and 2003.

          The  federal  net  operating  loss  carry  forwards  of  approximately
          $21,698,000  expires in various  years  through  2024. In addition the
          Company has state carry forwards of approximately $6,927,000.

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

                                      F-16
<PAGE>

                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2004 AND 2003

NOTE  10. The Effect of Recent Account Standards

Below is a listing of the most recent  accounting  standards and their effect on
the Company.

SFAS 148  ACCOUNTING FOR STOCK-BASED COMPENSATION-TRANSITION AND DISCLOSURE

Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.


SFAS 149  AMENDMENT  OF  STATEMENT  133 ON  DERIVATIVE  INSTRUMENTS  AND HEDGING
ACTIVITIES

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement NO.
133, Accounting for Derivative Instruments and Hedging  Activities.


SFAS 150  FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND
EQUITY

This  Statement  requires that such  instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial  instruments entered into
or modified after May 31, 2003.


INTERPRETATION NO. 46 (FIN 46)

Effective  January 31, 2003, The Financial  Accounting  Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of  the  entity  if  the  equity  investors  in  the  entity  do  not  have  the
characteristics  of a continuing  financial  interest or do not have  sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties. The Company has not invested
in any such entities, and does not expect to do so in the foreseeable future.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's financial position, results or operations, or cash flows.


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