<PAGE>

                      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, 1997

                                      or

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

For the transition period from ______________ to ___________________

                        Commission file number 1-10196

                        DIMENSIONAL VISIONS GROUP, LTD.
                        -------------------------------
          (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.)

8855 N. Black Canyon Hwy., Suite 2000                              85021
        Phoenix, Arizona                                         (Zip Code)
(Address of Principal Executive Offices)
         Issuer's telephone number, including area code:  (602) 997-1990

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

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

                                 Common Stock
                               (Title of Class)

   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, 1997, the Company's revenues were
$551,517.

   As of October 14, 1997, the number of shares of Common Stock outstanding
was 71,318,720. The aggregate market value of the Company's Common Stock held
by non-affiliates of the registrant as of October 14, 1997, was approximately
$3,173,015(based upon 63,460,290 shares at $.05 per share).





<PAGE>




                   DOCUMENTS INCORPORATED BY REFERENCE: NONE

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


                                      (2)

<PAGE>




                                    PART I

ITEM 1.  BUSINESS

The Company

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

   The Company, through a wholly-owned subsidiary InfoPak, Inc., has developed
a data delivery system that provides end users with specific industry printed
material by way of a portable hand-held reader. Data is acquired
electronically from the data providers mainframe systems and distributed
through a computer network to all subscribers. In September 1997, InfoPak,
Inc. sold its data delivery system for the real estate multiple listing
service. This product line accounted for substantially all of InfoPak's
revenue. The Company, for the most part, intends to direct its resources to
its DV3D(R) and Animotion(TM) product lines.

   References herein to the Company includes Dimensional Visions Group, Ltd.
and its wholly-owned subsidiary unless the context denotes otherwise.

   The Company has been dependent upon the proceeds of the sale of its
securities, loans and revenues from operations to conduct its business. Since
its inception, the Company has continuously sustained significant losses and
such losses are continuing. There can be no assurance that the Company will
generate sufficient revenues from the sale of its products or be able to
continue to raise funds from other sources necessary to maintain its business.


Marketing

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

   The Company uses its own employees and independent sales agents in
marketing its products. The independent sales agents are paid on a commission
basis for orders shipped, accepted and for which payment has been received.
The Company also sells its products to independent marketing organizations as
well as end users.


Production

   The Company controls or supervises all phases of the production of its
print products from the image development and computerized enhancement through
the color separation and printing.

   Images are provided to the Company in many formats including digitally in
graphic file formats and photographically in pictures or transparencies.
Photographic images are scanned into the computer to be modified and enhanced.
Through a proprietary process, several images are composited together to
generate a final image that will appear as a three-dimensional and/or
animation image when viewed through a lenticular material. Lenticular is a
plastic optical material that allows the three-dimensional and/or animation
image to be viewed without the use of any viewing apparatus such as glasses or
hoods. The final computer image is sent to a commercial separator where films
are made. These films are forwarded to a commercial printer where, through the
lithographic process, the images are printed on a polymer based lenticular
material which focuses the multi-dimensional or animation images. The Company
produces the DV3D(R) and Animotion(TM)


                                      (3)

<PAGE>




images for the final image at its facilities in Phoenix, Arizona. Color
separation and printing are done under the supervision of the Company with
third-party vendors.
   The polymer based lenticular material on which the DV3D(R) and
Animotion(TM) images are printed is supplied by producers in the petrochemical
and plastic fabricating industries. The Company has established working
arrangements with third-party separators and a printer on a per order basis.
The Company has no formal agreements with its third party vendors. Should the
Company arrangements with its third party vendors be disrupted or materially
changed for any reason, such events could have a material adverse effect on
the Company print product business.


Patents, Trademarks and Proprietary Protection

   The Company owns the rights to two U.S. patents, "Method and Apparatus For
Stereoscopic Photography." and "Electronic (digitalized) Method and Apparatus
For Stereoscopic Photography". The Company uses a portion of the technology
covered by these patents in the multiple-image compositing process. The
Company also owns U.S. patents "System and Method for Providing Data and
Program Code to a Card for Use by a Reader" and "Electronic Telephone
Directory with Interchangeable Listings" which relate to its data delivery
system.

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

   The Company has registered the DV3D(R) trademark and has applied to
register the Animotion(TM) mark with the United States Patent and Trademark
office.

Competition

   Other processes currently are available which allow a viewer to perceive an
image in three-dimension, including those which employ stereoglasses and
viewing hoods and other processes, such as holograms and other
three-dimensional image systems, which do not require the use of viewing
apparatus. The Company is aware of at least three companies, Optigraphics,
Inc., Optical Security Group, Inc. and National Graphics, which compete with
the Company's print products all of whom have substantially greater financial
and other resources than the Company. Further, the Company's products are more
expensive than conventional, high quality, two-dimensional prints and for this
reason, high quality, conventional processes and methods may be favored for
many, if not most, illustration and advertising contexts.


Employees

   The Company has 7 employees.


                                      (4)

<PAGE>




Consolidated Selected Financial Data

   Set forth below is selected financial data derived from the Company's
consolidated financial statements, some of which appear elsewhere in this
report. This data should be read in conjunction with the consolidated
financial statements, some of which are included elsewhere in this report.
<TABLE>
<CAPTION>

                                    Year Ended    Year Ended       Year Ended      Year Ended       Year Ended
                                  June 30, 1997  June 30, 1996    June 30, 1995   June 30, 1994    June 30, 1993
                                  -------------  -------------   --------------   -------------    -------------
<S>                                      <C>         <C>              <C>             <C>               <C>
Operation revenue                    $551,517     $1,083,897        $134,028          $ -0-            $ -0-
                                  ------------   ------------    ------------      ------------     ------------
Net Loss                          ($2,162,134)   ($2,035,647)    ($1,192,332)      ($1,069,642)     ($1,327,258)
                                  ------------   ------------    ------------      ------------     ------------
Net Loss per share of common
stock                                ($.04)         ($.12)          ($.07)           ($.07)           ($.10)
                                  ------------   ------------    ------------      ------------     ------------
Balance Sheet Data:
Working Capital (deficit)           ($107,952)        $9,528       ($138,013)         ($85,149)       ($305,014)
                                  ------------   ------------    ------------      ------------     ------------
Total Assets                         $529,520     $1,408,919        $451,237          $449,725         $636,133
                                  ------------   ------------    ------------      ------------     ------------
Total Liabilities                    $613,947       $673,058      $2,502,230        $1,464,861         $692,027
                                  ------------   ------------    ------------      ------------     ------------
Stockholders' equity
(deficiency)                         ($84,427)      $735,861     ($2,050,993)      ($1,015,136)        ($55,894)
                                  ============   ============    ============      ============     ============
</TABLE>

ITEM 2.      DESCRIPTION OF PROPERTY

   The Company rents approximately 1,800 square feet of office space in
Phoenix, Arizona. The monthly rent is $1,227 on a month to month basis which
includes electricity. The Company has been informed by the landlord that it
will have to vacate the space at the end of 1997.



ITEM 3.      LEGAL PROCEEDINGS.

   In July 1996, the Company filed a complaint in the United States District
Court for the Eastern District of Pennsylvania (No. 96-CV-5259). The defendant
is Dimensional Graphic Sales, Inc. ("DGS"). In the complaint the Company
alleges that it delivered an order to DGS and properly invoiced DGS pursuant
to a sales and marketing agreement. DGS attempted to pay the invoice in full
by tendering a check for an amount less than the full amount of the invoice
and placing a restrictive endorsement on the check which purported to
constitute payment in full for the invoice. The Company crossed out the
restrictive endorsement and attempted to deposit the check only to
subsequently learn that DGS had stopped payment on the check. In its complaint
the Company is seeking $213,521.70 the full amount of the invoice together
with interest costs and such other relief as the court deems just and proper.
The matter has moved to a deferred status while the parties engage in
settlement negotiation.


   The Company is a defendant in a lawsuit filed by Mr. Douglas J. Wright a
former officer and employee of the Company. The complaint was filed on March
12, 1997 in the United States District Court for the Eastern District of
Pennsylvania (No. CIV-97-1383-PHX). In the complaint Mr. Wright alleged that
he was damaged by the Company's refusal to register warrants to purchase
common stock of the Company. The amount of the damages was alleged to be
$1,549,375. The Company moved to dismiss the complaint for improper venue or
in the alternative to transfer it to the District of Arizona. The court
granted the Company's motion to transfer. On July 17, 1997 the Company filed
its answer, affirmative defenses and counterclaim. Mr. Wright did not answer
the complaint in a timely fashion and the court entered a default judgement on
September 9, 1997. The Company is presently gathering evidence to support its
claim for damages.


                                      (5)

<PAGE>





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

   No matters were submitted to a vote of security holders during the fourth
fiscal quarter of 1996.




                                    PART II

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

  The principal market for the Company's Common Stock is the National
Association of Securities Dealers, Inc. over-the-counter market, on the
Electronic Bulletin Board. The trading symbol for the Common Stock is
"DVGL.U".

  Set forth below are the high and low bid prices for the Company's Common
Stock by the Company's fiscal quarters beginning July 1, 1996 as quoted by the
National Quotation Bureau. The prices represent prices between dealers, do not
include retail mark-ups, mark-downs or commissions and may not represent
actual transactions.


                               Fiscal 1996              High        Low
                               -----------             -----       ----
                               First Quarter           $2.76      $ .75
                               Second Quarter          $1.87      $ .50
                               Third Quarter           $1.00      $ .32
                               Fourth Quarter          $ .75      $ .20

                               Fiscal 1997              High        Low
                               -----------             -----       ----
                               First Quarter           $ .32      $ .11
                               Second Quarter          $ .23      $ .13
                               Third Quarter           $ .18      $ .055
                               Fourth Quarter          $ .12      $ .052

                               Fiscal 1998              High        Low
                               -----------             -----       ----
                               First Quarter           $ .095     $ .045

Holders

   As of October 14, 1997, the number of stockholders of record was 454, not
including beneficial owners whose shares are held by banks, brokers and other
nominees. The Company estimates that it has approximately 3,000 stockholders
in total.


Dividends

   The company has paid no dividends 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, a 8% annual dividend is due and
owing. As of June 30, 1997, the Company has not declared dividends on Series A
or B preferred stock. The unpaid cumulative dividends totaled approximately
$68,000. See Note 7 of Notes to Consolidated Financial Statements.



                                      (6)

<PAGE>




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

Fiscal Years 1995 and 1996

Liquidity and Capital Resources

   As of June 30, 1996, the Company had working capital of $9,528, compared
with a working capital deficiency of $138,013 in 1995. During the period ended
June 30, 1996, the Company raised $1,425,000 through the sale of its equity
securities and debt in various offshore transactions and a private placement.
Holders of such debt financing representing $425,000 converted their debt into
shares of Common Stock during the period. Also during the period ended June
30, 1996, holders of $1,907,000 in principal amount of secured notes converted
such notes into 190,700 shares of the Company's 8% Series B Convertible
Preferred Stock. Interest on such secured notes totaling $262,750 was
converted into 26,275 shares of the Company's Series C Convertible Preferred
Stock. The Company's selling and marketing efforts had been limited until
adequate funding was obtained. During the period the Company was taking
selected orders based upon availability of inventory used in the production
process.

   On April 25, 1995, substantially all of the long term note holders agreed
to defer all interest payments on the notes until the notes mature beginning
in fiscal year 1997, or upon the consummation of long term financing and/or
strategic partner relationship, to convert the notes and accrued interest into
8% Series B Convertible Preferred stock through the exercise of the Series B
Redeemable Warrants.

Results of Operation

   During the fiscal year ended June 30, 1996, the Company began limited
production of its print products. The net loss for the period was $2,035,647
compared with a net loss of $1,192,332 for the fiscal year ended June 30,
1995.

   Revenues for the period ended June 30, 1996 were approximately $1,083,897
compared to revenues of $134,028 for the period ended June 30, 1995.


Fiscal Years 1996 and 1997


Liquidity and Capital Resources

   As of June 30, 1997, the Company had a working capital deficiency of
$107,952 compared with a working capital of $9,528 as of June 30, 1996. The
decrease in working capital was a result of the Company not generating
sufficient revenues from operations or securing funds from other sources
sufficient to cover its cost structure. During the period ended June 30, 1997,
the Company raised a total of $944,000 through the sale of its equity
securities and debt in various offshore transactions, private placements and
the exercise of warrants.

   As of June 30, 1997, the Company's financial position was precarious. The
Company needs funding in order to maintain current operations. The Company is
still not to the point of generating sufficient revenues from operations to
cover its cost structure. The Company has been funding its operations by
selling its securities in private placements, offshore transactions,
short-term borrowing and sale of its products. The Company has also had
certain employees and consultants defer a portion of their compensation. As
discussed below, the Company has entered into a letter agreement for funding.
However, the funding is based on a "best efforts" basis. Therefore, no
assurance can be given that the Company will be able to obtain additional
funds necessary to maintain its existing operations. In the event the Company
is not able to secure sufficient funds on a timely basis necessary to maintain
its current operations, it may cease all or part of its existing operations
and/or seek protection under the bankruptcy laws.

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




                                      (7)

<PAGE>




Results of Operations

   The net loss for the period ending June 30, 1997 was $2,162,134 compared
with a net loss of $2,035,647 for the period ended June 30, 1996. The increase
in the loss was caused primarily by the write down of goodwill of $619,172.
The write down was associated with the sale of the Company's real estate data
delivery system product line and the Company redirecting its marketing efforts
to its print products. The Company continued during the period to decrease
expenses by reducing consulting fees, professional fees and salaries. For the
period ending June 30, 1997, administrative costs were approximately $850,000
of which salaries were approximately $244,000. Engineering and Development
costs were approximately $397,400, of which approximately $197,500 was
salaries. Marketing costs for the period were $328,792 of which approximately,
$187,000 was salaries. Legal and accounting fees for the period totaled
approximately $110,500.

Revenues for the period ended June 30, 1997 were $551,517 compared to revenues
of $1,083,897 for the fiscal year ended June 30, 1996. Approximately $98,800
of total revenues for the period ending June 30, 1997 was from print products.
The balance of the revenues was substantially all derived from the real estate
multiple listing data delivery system, which system was sold in October 1997.
The decrease in revenues was the result of the Company not being able to sell
its DV3D(R) print products and not being able to increase sales of its data
delivery system products. In November 1996, management determined to convert
the imaging compositing process used in its print products from a photographic
base to a computer software base. This process was not complete until March
1997. During the period of the conversion there were no new sales of print
products The Company currently has no backlog of orders for its print
products. However, during the three months ended September 30,1997, the
Company did have sales for its print products of approximately $60,000. The
Company intends to devote most if not all of its efforts and resources to
generating sales for its print products for the foreseeable future. Management
believes that with the new imaging compositing process in place that it will
be able to consistently offer a commercially acceptable product that is
competitively priced, something that was not possible in the past. Of course,
future events such as internal technological problems, vendor problems,
competing technologies or an increase in pricing either internally or from
vendors could materially adversely affect the Company's ability to generate
sufficient revenues to maintain its cost structure.

   The Company expects to incur operating losses through the quarter ending
December 31, 1997. In the event the Company is not able to generate
significant revenues from its print products during the fiscal year it will
continue to incur substantial operating losses.


Events Subsequent to June 30, 1997

   In July 1997, the Company issued 1,818,182 shares of its Common Stock as a
result of a conversion of $50,000 of its debentures. Also, in July the Company
sold 1,100,00 shares of its Common Stock in a private placement for $55,000.

   In September 1997, the Company sold its real estate multiple listing data
delivery system. The purchase price was $450,000 plus the assumption of
$59,427 in liabilities. The purchase price was payable $40,000 at closing and
the balance to be paid ratably over a thirty-six month period or $13,229.55
per month. In connection with the sale the Company agreed to provide
consulting services for a period of one hundred and twenty days at no cost and
thereafter at certain prescribed rates.

   In October 1997, the Company sold 1,666,666 shares of its common stock in
an off shore transaction. The purchase price was $75,000.

   On October 14, 1997, the Company entered into a letter agreement with
Capital West Investment Group, Inc. ("CWIG"). Pursuant to the terms of the
agreement CWIG will use its "best efforts" to raise funds amounting to
$1,000,000 in net proceeds less expenses and commissions within six months of
the date of the letter. In exchange for CWIG's agreement to raise funds for
the Company, the Board of Directors has agreed to recommend to the
stockholders for approval a 25 to 1 reverse stock split on all outstanding
classes of stock and issuance of certain derivative securities to key
employees, members of the Board and consultants. In the interim CWIG will
provide $100,000 to $200,000 in short term financing. The actual terms may
change as the transaction progresses and no assurances can be given that the
funding will be completed as proposed.

ITEM 7.      FINANCIAL STATEMENTS

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



                                      (8)

<PAGE>




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




                                   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:

<TABLE>
<CAPTION>

       Name                          Age                  Position
       ----                          ---                  --------
  <S>                                <C>                <C>
 George S. Smith (1)                 63          Director, Chairman of the Board of
                                                 Directors, Chief Executive Officer and
                                                 Chief Financial Officer

 Robert L. Morris                    46          Director, President

 Roy D. Pringle                      29          Senior Executive Vice President, Chief
                                                 Operating Officer

 Bruce D. Sandig                     37          Executive Vice President,  Research
                                                 and Development

 Sean F. Lee (1)                     57          Director

 Steven L. Flint, Ph.D. (2)(3)(4)    47          Director

 Hans J. Kaemmlein (2)(3)(4)         52          Director
</TABLE>



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

(1)          Member of the Executive Committee
(2)          Member of the Audit Committee
(3)          Member of the Compensation Committee
(4)          Member of the Nominating Committee

   Mr. George S. Smith was appointed Chairman of the Board in April 1992.
From April 1992 until September 12, 1995, Mr. Smith served as the Chief
Executive Officer of the Company. Mr Smith was reappointed Chief Executive
Officer in June 1996. From 1980 to 1988, Mr. Smith was a Senior Vice-President
at Drexel Burnham Lambert. From 1988 to 1990 he was a senior Vice President at
Shearson Leahman Brothers. From September 1990 until April 1992, Mr. Smith was
on sabbatical for corrective back surgery. Mr. Smith is an honors graduate in
economics with a minor in engineering from San Jose State University. Mr.
Smith maintains his residence in Provo, Utah; and since June 1997, due to a
subsequent back injury and on instructions from his attending physician to
limit his travel, has primarily worked from his home office.

   Mr. Lee was appointed a Director in September 1995. Mr. Lee has served as
InfoPak's President from January 1992 until December 1996. In January 1997 Mr.
Lee left the Company and founded Soy Environmental Products, Inc. (cleaning
products). In April 1994, Mr. Lee co-founded and became Chairman of the Board
of Directors of Auto X-ray, Inc., a privately



                                      (9)

<PAGE>




held company (diagnostic system for American automobiles). Since January,
1997, Mr. Lee has served as Chairman for New Directions, a furniture 
manufacture.

   Dr. Flint was appointed as a Director in June 1996. Dr. Flint is a Senior
Vice President, Chief Financial Officer and member of the Board of Directors
of The Alexander Group, Inc., a national marketing and sales consulting firm
whose clients are typically Fortune 1000 companies. Dr. Flint has been
employed with The Alexander Group, Inc. since 1991. Additionally, Dr. Flint
holds a Ph.D. in finance from the graduate school of business at Stanford
University, has previously held the position of Chief Financial Officer and
Board member of a high tech firm and has been a professor of finance. Dr.
Flint is currently engaged in a number of volunteer and service organizations
including sitting on the Board of The Arizona Shakespeare Festival.

   Mr. Kaemmlein was appointed as a Director in June of 1996. Mr. Kaemmlein
is the Chairman, President and Chief Executive Officer of Advanced Media which
specializes in the development and marketing of interactive multimedia
solutions and technologies. Mr. Kaemmlein has held these positions since 1993.
Previously, Mr. Kaemmlein spent over 25 years as an executive with Mercedes
-Benz and more recently has served as a management consultant and venture
capitalist for several start- up and public companies. Mr. Kaemmlein completed
his business management education in Europe.

   Mr. Morris joined the Company in September 1993 and was appointed
President in January 1997. Prior to his employment with the Company Mr. Morris
was Vice-President, Sales and Marketing for Paro, Inc. Mr. Morris has over
twenty years experience in sales and marketing. Mr. Morris maintains his
residence and his office in New York, New York.

   Mr. Pringle was appointed to his position in May 1997. Mr. Pringle has
worked for InfoPak, Inc. for more than the past five years. Mr. Pringle holds
a Master's degree from the American Graduate School of International
Management.

   Mr. Sandig was appointed to his position in May 1997. Mr. Sandig was a
co-founder of InfoPak, Inc. in 1992.

   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.

   As of the June 13, 1996 Board of Directors meeting, it was resolved that
each outside director of the Company (one not receiving a salary or consulting
fee) be awarded, warrants or options for each year he serves as such to
purchase 100,000 shares of the Common Stock of the Company at a price equal to
its then fair market value, such options or warrants to vest 25,000 shares per
quarterly period after the date of grant, and to expire three years after the
date of grant.

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

Compliance with Section 16(a) of the Exchange Act

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

   Messrs. Roy D. Pringle and Bruce D. Sandig were appointed executive
officers in May 1997 and inadvertently filed their Form 3's late.





                                     (10)

<PAGE>





ITEM 10.     EXECUTIVE COMPENSATION

Summary Compensation Table

   The following table sets forth the total compensation earned by or paid to
the named executive officers by the Company for the fiscal year ended June 30,
1997.

<TABLE>
<CAPTION>
=====================================================================================================
                                                                 LONG TERM COMPENSATION
-----------------------------------------------------------------------------------------------------
                       ANNUAL COMPENSATION                      Awards            Payouts
-----------------------------------------------------------------------------------------------------
                                                                    
                                                        Restricted   Securities    LTIP     All Other
                                           Other Annual   Stock      Underlying   Payouts   Compens-
                Year  Salary($) Bonus($)  Compensation   Awards ($) Options/SARs    ($)     ation ($)
                                              ($)                      (#)
-----------------------------------------------------------------------------------------------------
<S>              <C>      <C>      <C>        <C>         <C>          <C>          <C>         <C>
George S. Smith 1997 $120,000(1)   $0          $0           $0           --          $0         $0
CEO
=====================================================================================================
</TABLE>

1. Represents $62,500 in compensation, $57,500 in deferred compensation and
excludes approximately $25,000 of travel and living expenses and $20,000 of
accrued consulting fees which were paid during the year.

<TABLE>
<CAPTION>
==========================================================================================
                  OPTIONS/SAR GRANTS IN THE FISCAL YEAR 1997
------------------------------------------------------------------------------------------
                              INDIVIDUAL GRANTS
------------------------------------------------------------------------------------------
                           Number of     % of Total
                           Securities    Options/SARs
                           Underlying    Granted to
                          Option/SARs     Employees in  Exercise or Base   Expiration
     Name          Year    Granted (#)   Fiscal Year     Price ($/Share)     Date
------------------------------------------------------------------------------------------
<S>                <C>         <C>          <C>               <C>             <C>
George S. Smith    1997       0.00           0%               $0               --
CEO
==========================================================================================

      AGGREGATED OPTIONS/SAR EXERCISES IN THE FISCAL YEAR 1997 AND FY-END
                               OPTION/SAR VALUES
--------------------------------------------------------------------------------
                                            Number of Securities
                          Shares            Underlying Exercised    Value of
                         Acquired           Options/ SARs at FY  Unexercised In-
                            on                   End (#)           the-Money
                         Exercise   Value      Exercisable/      Options/SARs at
     Name          Year     (#)    Realized   Unexercisable         FY-End ($)
--------------------------------------------------------------------------------
George S. Smith    1997    ____      0.00    2,600,000 (E)/O(U)     $0
CEO
================================================================================
</TABLE>



                                     (11)

<PAGE>


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The following table sets forth certain information concerning stock
ownership of all persons known by the Company to own beneficially 5% or more
of the outstanding shares of the Company's Common Stock, each director, and
all executive officers and directors of the Company as a group, as of October
14, 1997 and their percentage ownership of Common Stock and their percentage
voting power.

================================================================================
Name and Address of Beneficial Owners        Amount and Nature of      Percent
                                             Beneficial Ownership(1)  Ownership
--------------------------------------------------------------------------------
George S. Smith (2)                                  6,478,550          7.9
3688 N. Littlerock Drive
Provo, UT 84604
--------------------------------------------------------------------------------
H. Thomas Ferstl (3)                                 4,635,920          6.1
8761 State Street
Millington, MI  48746
--------------------------------------------------------------------------------
Sean F. Lee (4)                                      1,854,850          2.5
InfoPak, Inc.
8855 N. Black Canyon Highway, Suite 2000
Phoenix, AZ  85021
--------------------------------------------------------------------------------
Robert L. Morris (5)                                 1,278,000          1.8
305 2nd Avenue, #318
New York, NY 10003
--------------------------------------------------------------------------------
Steven L. Flint                                        - 0 -           - 0 -
946 N. Williams
Mesa, AZ 85203
--------------------------------------------------------------------------------
Hans J. Kaemmlein (6)                                2,181,120          2.8
80 Orville Drive
Bohemia, NY  11716
--------------------------------------------------------------------------------
All executive officers and directors as a
group (7 persons)(7)                                 7,858,230         11.0
================================================================================

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

(2)          Mr. Smith, owns 3,873,110 shares of the Company's Common Stock.
             Also included in the amount are common stock purchase warrants to
             purchase 2,600,000 shares of the Company's Common Stock, and 544
             shares of Series C Convertible Preferred Stock , convertible  at 10
             to 1 into common stock.

(3)          Mr. Ferstl owns  3,600,000  shares of the Company's  Common Stock
             and common stock purchase  warrants to purchase  1,000,000 shares
             of the  Company's  Common  Stock  and  3,592  shares  of Series C
             Convertible Preferred Stock

(4)          Includes 1,528,410 shares of the Company's Common Stock which is
             owned by the Lee Family Partnership of which Mr. Lee is the general
             partner.  Also included in the amount are 26,440 shares of the
             Company's Common Stock and common stock purchase warrants to
             purchase 300,000 shares of the Company's common stock.

(5)          Mr. Morris owns 28,000 shares of Common Stock, common stock
             purchase warrants to purchase 1,100,000 shares of the Company's
             Common Stock and 1,500 Series S Convertible Preferred stock which
             is convertible at 100 to 1 into Common Stock.

(6)          Mr. Kaemmlein owns 1,981,120 shares of the Company's Common Stock
             and common stock purchase warrants to purchase 200,000 shares of
             the Company's Common Stock

(7)          Does not include common stock purchase warrants to purchase in the
             aggregate 4,400,000 shares of the Company's Common  Stock, and 544
             shares of the Company's Series C Convertible Preferred  Stock which
             would be convertible into 5,440 shares of the Company's Common
             Stock and 1,500 shares of Series S Convertible Preferred Stock


                                     (12)

<PAGE>




convertible into 150,000 shares of Common Stock and 3,500 Series P Convertible
Preferred Stock convertible into 35,000 shares of Common Stock.

Stock Option Plan

   The Company has adopted a stock option plan (the "Plan") covering 500,000
shares of the Company's Common Stock, $.001 par value, pursuant to which
officers, directors, key employees and consultants of the Company are eligible
to receive incentive as well as non-qualified stock options and Stock
Appreciation Rights ("SAR'S"). The Plan, which expires in September 1998, is
administered by the Board of Directors. Incentive stock options granted under
the Plan are exercisable for a period of up to 10 years from the date of grant
and at an exercise price which is not less than the fair market value of the
Common Stock on the date of the grant, except that the term of an incentive
stock option granted under the Plan to a stockholder owning more than 10% of
the outstanding Common Stock may not exceed five years and the exercise price
of an incentive stock option granted to such a stockholder may not be less
than 110% of the fair market value of the Common Stock on the date of the
grant. Non-qualified stock options may be granted on terms determined by the
Board of Directors. SAR's which give the holder the privilege of surrendering
such rights for the appreciation in the Company's Common Stock between the
time of grant and the surrender, may be granted on any terms determined by the
Board of Directors. No SAR's have been granted.

   As of October 15, 1997, no options were in effect.

   1996 Equity Incentive Plan

   The Company, in June 1996. adopted the 1996 Equity Incentive Plan (the
"1996 Plan") covering 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
will terminate ten (10) years after the effective date of the 1996 Plan. The
1996 Plan was deeded effective June 12, 1996. The 1996 Plan is administered by
the Compensation Committee of the Board of Directors. In its discretion, the
Board of Directors may elect to administer the 1996 Plan. 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 October 15, 1997, 2,859,290 shares have been issued pursuant to this
plan.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   George S. Smith has an employment agreement with Dimensional Visions
Group, Ltd. The term of the agreement is two years ending in August 1998. Mr.
Smith's base compensation is $120,000 per year less $5,000 deferred monthly
pending attainment of specific goals. The agreement automatically renews each
anniversary date (August 1) for two years without any further action by either
the Company or Mr. Smith. The agreement may be terminated by the Company for
cause. Mr. Smith currently defers one-half of his monthly compensation. The
Company pays Mr. Smith's travel and living expenses in connection with his
commuting from his home to the Company's office in Phoenix, Arizona.

   Roy D. Pringle has an employment agreement with InfoPak, Inc.  The term of
the agreement is three years ending in September 1998.  Mr. Pringle's base
compensation is $50,000 per year.  Mr. Pringle is also entitled to participate
in InfoPak's Bonus Plan.

   Bruce D. Sandig has an employment agreement with InfoPak, Inc. The term of
the agreement is three years ending in September 1998. Mr. Sandig's base
compensation is $65,000 per year. Mr. Sandig is deferring $5,000 per year in
compensation. Mr. Sandig is also entitled to participate in InfoPak's Bonus
Plan.

   Robert L. Morris is paid at an annual rate of $96,000.



                                     (13)

<PAGE>




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

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

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

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

             Schedule IV - Property and Equipment

             Schedule  V - Accumulated Depreciation and Amortization of Property
                           and Equipment

   3. The following Exhibits are filed herein:


             Exhibit
             Number      Description

             3.1(a)      Certificate of Incorporation and By Laws

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

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

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

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

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

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

             10.3(b)     Stock Option Plan

             10.4(d)     1996 Equity Incentive Plan

             10.5(e)     Agreement dated September 25, 1997 by and between
                         InfoPak, Inc. and DataNet Enterprises, LLC and David
                         and Staci Noles

             21.0        Subsidiaries of the registrant

             27.0        Financial Data Schedule

   B.        Reports on Form 8-K(I), the registrant filed a current report on
             Form 8-K on October 10,1997 to report and event pursuant to Item
             9, sale of securities pursuant to Regulation S, (ii) registrant
             filed a current report on Form 8-K on October 21, 1997 to report
             an event pursuant to Item 2, acquisition or disposition of assets
             in connection with the sale of the real estate data delivery
             system.


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

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

                                     (14)

<PAGE>




(b)                Incorporated by reference from the registrants' Annual
                   Report on Form 10-KSB for the fiscal years ended June 30,
                   1992, 1993, 1994 and 1995

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

(d)                Incorporated by reference from registrant registration
                   statement on Form S8 (No. 333-06679).

(e)                Incorporated by reference from registrant's current report
                   on Form 8-K dated October 21, 1997.



                                     (15)

<PAGE>





               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES

                      YEARS ENDED JUNE 30, 1997 AND 1996


           Index to Consolidated Financial Statements and Schedules
           --------------------------------------------------------


                                                           Page
                                                           ----
Independent Auditors' Report                               F-2

Consolidated Financial Statements

      Balance Sheet                                        F-4

      Statements of Operations                             F-5

      Statements of Stockholders' Equity (Deficiency)      F-6

      Statements of Cash Flows                             F-11

      Notes to Consolidated Financial Statements           F-16

Schedules

      Independent Auditors' Report                         F-32

      Schedule IV - Property and Equipment                 F-33

      Schedule V - Accumulated Depreciation and
        Amortization of Property and Equipment             F-34


                                     F-1
<PAGE>


                     INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
Dimensional Visions Group, Ltd. and Subsidiaries
Phoenix, Arizona


We have audited the accompanying consolidated balance sheet of Dimensional
Visions Group, Ltd. and Subsidiaries (the "Company") as of June 30, 1997, and
the related consolidated statements of operations, stockholders' equity
(deficiency), and cash flows for each of the two years in the period ended
June 30, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Dimensional Visions Group, Ltd.
and Subsidiaries at June 30, 1997 and the results of their operations and
their cash flows for each of the two years in the period ended June 30, 1997
in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has incurred
losses since inception of $18,300,965 and has a working capital deficiency of
$107,952 as of June 30, 1997. The Company has financed its operations
primarily through the sale of its securities. As described in Note 1 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has limited sales of its products, which raises
substantial doubt about the Company's ability to continue as a going concern.
The future of the Company as an operating business will depend on (1) its


                                     F-2
<PAGE>




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



ability to successfully market its products, (2) obtain sufficient capital
contributions and/or financing as may be required to sustain its current
operations and fulfill its sales and marketing activities, (3) achieving a
level of sales adequate to support the Company's cost structure, and (4) to
ultimately achieve a level of profitability. Management's plan concerning
these matters are also described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.





                                             GITOMER & BERENHOLZ, P.C.

Jenkintown, Pennsylvania
August 29, 1997, except
  Note 13, as to which the
  date is October 14, 1997


                                     F-3
<PAGE>


               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 1997


                                    ASSETS
                                    ------
Current assets
  Cash and cash equivalents                            $    109,566
  Accounts receivable, trade, net of allowance for
    bad debts of $215,743                                    82,301
  Inventory                                                 179,127
  Prepaid supplies and expenses                              10,001
                                                       ------------
    Total current assets                                    380,995
                                                       ------------
Equipment
  Equipment                                               1,527,776
  Furniture and fixtures                                    125,035
                                                       ------------
                                                          1,652,811
  Less accumulated depreciation and amortization          1,562,421
                                                       ------------
                                                             90,390
                                                       ------------
Other assets
  Patent rights and other assets                             40,889
  Deferred costs                                             17,246
                                                       ------------
                                                             58,135
                                                       ------------
    Total assets                                       $    529,520
                                                       ============

             LIABILITIES AND STOCKHOLDERS' DEFICIENCY
             ----------------------------------------

Current liabilities
  Current portion of long-term debt                    $     75,000
  Accounts payable, accrued expenses and other
    liabilities                                             413,947
                                                       ------------
    Total current liabilities                               488,947

Long-term debt, net of current portion                      125,000
                                                       ------------

    Total liabilities                                       613,947
                                                       ------------
Commitments and contingencies                                 -

Stockholders' deficiency
  Preferred stock - $.001 par value, authorized
    10,000,000 shares; issued and outstanding
    219,378 shares                                              219
  Additional paid-in capital                                923,209
                                                       ------------
                                                            923,428
  Common stock - $.001 par value, authorized
    100,000,000 shares; issued and outstanding
    68,137,872 shares                                        68,138
  Additional paid-in capital                             17,844,144
  Deficit                                               (18,920,137)
                                                       ------------
    Total stockholders' deficiency                          (84,427)
                                                       ------------
    Total liabilities and stockholders'
      deficiency                                       $    529,520
                                                       ============


            See notes to consolidated financial statements.


                                     F-4
<PAGE>


           DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED JUNE 30, 1997 AND 1996




                                                  1997                1996
                                                  ----                ----

Operating revenue                            $   551,517         $ 1,083,897
Cost of sales                                    306,190             841,805
                                             -----------         -----------

Gross profit                                     245,327             242,092
                                             -----------         -----------

Operating expenses
  Engineering and development costs              397,387             366,650
  Marketing expenses                             328,792             246,704
  General and administrative expenses            850,016           1,569,688
                                             -----------         -----------

    Total operating expenses                   1,576,195           2,183,042
                                             -----------         -----------

Loss before other income (expenses)           (1,330,868)         (1,940,950)
                                             -----------         -----------

Other income (expenses)
  Interest expense                               (25,048)           (111,446)
  Interest income                                  7,102              13,539
  Loss on abandonment of leasehold
    improvements and equipment                    (1,150)              -
  Write-off of customer deposits                     -               156,000
  Amortization of goodwill                      (192,998)           (152,790)
  Goodwill writedown                            (619,172)              -
                                             -----------         -----------

                                                (831,266)            (94,697)
                                             -----------         -----------

Net loss                                     $(2,162,134)        $(2,035,647)
                                             ===========         ===========

Loss per share of common stock
  Net loss                                   $      (.04)        $      (.12)
                                             ===========         ===========

Weighted average shares of common stock
  outstanding                                 48,766,048          17,069,442
                                             ===========         ===========




            See notes to consolidated financial statements.


                                     F-5
<PAGE>
               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                      YEARS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
                         Preferred Stock                    Common Stock      
                         ---------------                    ------------      
                        ($.001 Par Value)    Additional   ($.001 Par Value)   Additional
                        -----------------     Paid-in     -----------------    Paid-in
                        Shares    Amount      Capital     Shares      Amount   Capital        Deficit        Total
                        ------    ------      -------     ------      ------   -------        -------        -----
  <S>                    <C>      <C>         <C>         <C>           <C>       <C>           <C>           <C>
Balance, July 1, 1995    77,250    $  77      $772,423   16,936,098     $16,936  $11,881,927  $(14,722,356) $(2,050,993)

Conversion of 36,750
shares of Series A
convertible preferred
stock to 1,470,000
shares of the Company's
common stock            (36,750)     (37)     (367,463)   1,470,000      1,470      366,030            --           --

Surrender of 3,215,000
shares of the Company's
common stock in
exchange for 32,150 shares 
of Series S convertible
preferred stock by
mainly officers and
directors                32,150       32       377,968   (3,215,000)     (3,215)    (374,785)          --             --

Sale of common stock
net of offering cost of
$75,000                      --       --            --    3,000,000       3,000      672,000           --        675,000

Issuance of 2,750,000        
warrants; in connection
with the sale of
3,000,000 shares of the
Company's common stock
(1,250,000 warrants) to
a financial consultant
(500,000 warrants) and
to the chief executive
officer (1,000,000
warrants) to purchase
the Company's common
stock (750,000 shares
at $.15 per share,
500,000 shares at $.50
per share, 500,000
shares at $.15 per
share and 1,000,000
shares at $.25 per
share) for a five year
period commencing
September, 1995              --       --            --           --          --      100,000           --        100,000

Exercise of 310,000
warrants to purchase
310,000 shares of the
Company's common stock
at $.01 per share            --       --            --      310,000         310        2,790           --          3,100

Issuance of Series P
convertible preferred
stock in connection
with the merger of
InfoPak, debt cancellation
and signing bonuses to 
certain employees and
consultant of Info 
Pak, Inc.               548,879      549     1,371,649           --          --           --           --      1,372,198    

Issuance of 105,000
warrants to purchase
105,000 shares of the
Company's Series B
preferred stock at $10
per share for a three
year period commencing
in August and
September, 1995              --        --          --            --          --           --          --             --

</TABLE>

                                     F-6
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
                       YEARS ENDED JUNE 30, 1997 AND 1996


<TABLE>
<CAPTION>
                          Preferred Stock                    Common Stock      
                         ---------------                    ------------      
                         ($.001 Par Value)    Additional   ($.001 Par Value)   Additional
                         -----------------     Paid-in     -----------------    Paid-in
                         Shares      Amount    Capital     Shares      Amount   Capital          Deficit        Total
                        ------       ------      -------     ------      ------   -------        -------        -----
  <S>                    <C>      <C>         <C>         <C>           <C>       <C>           <C>           <C>
Issuance of 14,500
warrants to purchase
14,500 shares of the
Company's common stock
at $.01 per share for a
one year period
commencing in August
and September, 1995
                             --        --        --         --          --           --          --             --                  

Issuance of 150,000
warrants to a director
to purchase 150,000
shares of the Company's
common stock at $.15
per share for a five
year period commencing
October, 1995                --        --        --         --          --        7,500          --          7,500

Secured noteholders
exercised their Series
B warrants to purchase
190,700 shares of
Series B convertible
preferred stock
(175,700 on October 1,
1995 and 15,000 on
February 22,
1996 by a director)       190,700      191     1,906,809       --       --           --           --     1,907,000

Secured noteholders
converted $262,750 of
interest due on the
notes into 26,275
shares of Series C
convertible
preferred stock            26,275       26       262,724       --       --           --            --       262,750

Conversion of 29,000
shares of Series S
convertible preferred
stock to 2,900,000
shares of the Company's
common stock              (29,000)     (29)     (356,471)  2,900,000    2,900      353,600         --           --

Conversion of 174,442
shares of Series P
convertible preferred
stock to 1,744,420
shares of the Company's
common stock             (174,442)    (174)     (435,931)  1,744,420    1,745      434,360         --           --

Conversion of 2,855
shares of Series C
convertible preferred
stock to 28,500 shares
of the Company's
common stock               (2,855)      (3)       (28,547)     28,550      29       28,521         --           --

Issuance of 100,000
warrants to purchase
the Company's common
stock at $.50 per share
for a five year period
commencing March, 1996,
for services in
connection with
debenture financing            --      --             --       --       --           --            --           --
</TABLE>



                                     F-7
<PAGE>


                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
                       YEARS ENDED JUNE 30, 1997 AND 1996




<TABLE>
<CAPTION>
                          Preferred Stock                    Common Stock      
                         ---------------                     ------------      
                         ($.001 Par Value)    Additional   ($.001 Par Value)        Additional
                         -----------------     Paid-in     -----------------         Paid-in
                         Shares      Amount    Capital     Shares     Amount         Capital        Deficit        Total
                        ------       ------    -------     ------     ------         -------        -------        -----
  <S>                    <C>      <C>         <C>         <C>           <C>       <C>           <C>                 <C>
Issuance of 390,000
warrants to purchase
the Company's common
stock at $.15 per share
(290,000 warrants) and
$.50 per share (100,000
warrants) for a five
year period commencing
May, 1996 for financial
consulting services          --        --         --         --          --             54,600            --        54,600

Issuance of 500,000
warrants to purchase
the Company's common
stock at $.31 per share
for a three year period
commencing June, 1996
in connection with the
debenture financing          --        --         --         --             --        --                  --            --

Conversion of the
debenture financing to
3,495,239 shares of the
Company's common stock       --        --         --         3,495,239     3,495       423,947            --       427,442

Issuance of 20,000
warrants to purchase
the Company's common
stock at $.50 per share
for a four year period
commencing June, 1996,
for consulting services
to the Company              --         --         --                --        --         1,900            --         1,900

Issuance of 42,350
shares of the Company's
common stock at $.26
per share for
consulting services
to the Company              --         --         --            42,350        42        10,969            --        11,011

Net loss                    --         --         --                --        --            --    (2,035,647)   (2,035,647)
                            -------   ------   ----------   ----------   -------   -----------   ------------   -----------

Balance, June 30, 1996      632,207   $  632   $3,503,161   26,711,657   $26,712   $13,963,359   $(16,758,003)   $  735,861
                            =======   ======   ==========   ==========   =======   ===========   ============   ===========
</TABLE>


                                     F-8
<PAGE>


                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
                       YEARS ENDED JUNE 30, 1997 AND 1996


<TABLE>
<CAPTION>

                          Preferred Stock                    Common Stock      
                         ---------------                     ------------      
                         ($.001 Par Value)    Additional   ($.001 Par Value)        Additional
                         -----------------     Paid-in     -----------------         Paid-in
                         Shares     Amount    Capital     Shares      Amount         Capital        Deficit        Total
                         ------     ------    -------     ------      ------         -------        -------        -----
  <S>                    <C>         <C>         <C>         <C>           <C>       <C>           <C>                 <C>
Balance, July 1, 1996    632,207   $  632    $3,503,161   26,711,657  $26,712      $13,963,359   $(16,758,003)   $735,861

Conversion of 15,000
shares of Series A
convertible preferred
stock valued at
$150,000 into 600,000
shares of the Company's
common stock                (15,000)     (15)   (149,985)     600,000     600          149,400             --          --

Conversion of 185,700
shares Series B
convertible preferred
stock valued at
$1,857,000 into
22,284,000 shares of
the Company's
common stock               (185,700)    (186) (1,856,814)  22,284,000  22,284        1,834,716             --          --

Conversion of 4,739
shares Series C
convertible preferred
stock valued at $47,390
into 47,390 shares of
the Company's
common stock                 (4,739)      (5)    (47,385)      47,390      47           47,343             --          --

Conversion of 206,390
shares Series P
convertible preferred
stock valued at
$515,975 into 2,063,900
shares of the Company's
common stock               (206,390)    (206)   (515,769)   2,063,900   2,064          513,911             --          --

Conversion of 1,000
shares Series S
convertible preferred
stock valued at $10,000
into 100,000 shares of
the Company's
common stock                 (1,000)      (1)     (9,999)     100,000     100            9,900             --          --

Conversion of $375,000
of convertible
debentures to 6,853,335
shares of the Company's
common stock issued
pursuant to a
Regulation S
offering                         --      --           --    6,853,335   6,853          368,147             --     375,000

Exercise of 1,000,000
warrants to purchase
the Company's
common stock                     --      --           --    1,000,000   1,000           99,000             --     100,000

Conversion of a $15,000
advance to 150,000
shares of the Company's
common stock                     --      --           --      150,000     150           14,850             --      15,000

Issuance of 1,625,700
shares of the Company's
common stock to
consultants for
services valued at
$144,247                         --      --           --    1,625,700   1,626          142,621             --     144,247
</TABLE>


                                     F-9

<PAGE>


                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
                       YEARS ENDED JUNE 30, 1997 AND 1996


<TABLE>
<CAPTION>
                          Preferred Stock                    Common Stock      
                         ---------------                     ------------      
                         ($.001 Par Value)    Additional   ($.001 Par Value)        Additional
                         -----------------     Paid-in     -----------------         Paid-in
                         Shares     Amount     Capital     Shares     Amount         Capital        Deficit        Total
                         ------     ------     -------     ------     ------         -------        -------        -----
  <S>                    <C>      <C>         <C>         <C>           <C>       <C>           <C>                 <C>
Issuance of 427,940
shares of the Company's
common stock to
employees for
compensation valued at
$63,599 including
accrued compensation of
$36,100                        --        --       --         427,940    428          63,171              --       63,599

Conversion of $50,000
of accrued consulting
fees to 312,500 shares
of the Company's common
stock valued at $.16
per share                      --        --       --         312,500    313          49,687              --       50,000

The Company sold
through two private
placements 1,390,000
shares of the Company's
common stock valued at
$.10 per share and
2,100,000 shares of the
Company's common stock
valued at $.05 per
share                          --        --       --       3,490,000  3,490         240,510              --      244,000

The Company sold
through an offshore
placement 2,500,000
shares of the Company's
common stock valued at
$.14 per share and
issued 350,000 warrants
to purchase the
Company's common stock
at $.14 and 250,000
warrants to purchase
the Company's common
stock at $.15 for three
years commencing
October 1996.                  --        --       --        2,500,00   2,500        347,500              --      350,000

450,800 shares of the
Company's restricted
stock was exchanged for
450,800 shares from the
Company's 1996 Equity
Incentive Plan                 --        --       --              --      --            --               --           --

28,550 shares of the
Company's common stock
was surrendered by the
Chairman of the
Board/Chief
Executive Officer              --        --       --         (28,550)   (29)             29              --           --

Net loss                       --        --       --            --        --           --        (2,162,134)  (2,162,134)
                          -------  --------   --------    ----------  -------    ----------- -------------     --------- 

                          219,378  $    219   $923,209    68,137,872  $68,138    $17,844,144  $ (18,920,137)   $ (84,427)
                          =======  ========   ========    ==========  =======    =========== =============     ========= 
</TABLE>





                See notes to consolidated financial statements.

                                     F-10
<PAGE>


               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEARS ENDED JUNE 30, 1997 AND 1996



                                                1997           1996
                                                ----           ----

Operating activities
  Net loss                                    $(2,162,134)   $(2,035,647)
  Adjustments to reconcile net loss to
    net cash used in operating activities
      Goodwill writedown                          619,172          -
      Compensation paid to officers/
        employees through issuance of
        warrants and common stock                  27,499          7,500
      Consulting service paid through
        issuance of warrants and common
        stock                                     144,247        167,511
      Depreciation and amortization of
        property and equipment                     50,366         87,491
      Amortization of other assets and
        deferred costs                             37,246         20,762
      Amortization of goodwill                    192,998        152,790
      Loss on abandonment of leasehold
        improvements and equipment                  1,150          -
      Changes in assets and liabilities
        which provided (used) cash
          Accounts receivable, trade              (49,693)        (5,051)
          Inventory                               (89,669)        51,378
          Prepaid supplies and expenses            22,446         10,914
          Other assets                              6,542          -
          Accounts payable, accrued
             expenses and other liabilities       166,989       (108,012)
                                              -----------    -----------

  Net cash used in operating activities        (1,032,841)    (1,650,364)
                                              -----------    -----------

Investing activities
  Cash acquired in acquisition                      -            275,632
  Purchase of equipment                            (4,666)       (40,360)
  Capitalized legal fees related to
    acquisition                                     -            (36,866)
  Deposits                                          -             (1,041)
                                              -----------    -----------

  Net cash provided by (used in) investing 
    activities                                     (4,666)       197,365
                                              -----------    -----------

                                     F-11


<PAGE>


               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996



                                                         1997           1996
                                                         ----           ----

Financing activities
  Proceeds from
    Sale of common stock net of offering
      costs $75,000 in 1996                             594,000        675,000
    Issuance of common stock in
      connection with the exercise of warrants          100,000          3,100
    Borrowings net of deferred costs $20,000
      in 1996 and payment of note $50,000               
      in 1996                                           250,000        750,000  
                                                    -----------    -----------
  Net cash provided by financing activities             944,000      1,428,100
                                                    -----------    -----------


Net decrease in cash and cash equivalents               (93,507)       (24,899)

Cash and cash equivalents, beginning of             
  year                                                  203,073        227,972  
                                                    -----------    ----------- 
                                                    
Cash and cash equivalents, end of year              $   109,566    $   203,073
                                                    ===========    ===========

Supplemental disclosure of cash flow information:

  Cash paid during the year for interest            $      --      $     7,500
                                                    ===========    ===========

  Issuance of common stock in connection
    with
      Accrued compensation settled for
        common stock in lieu of cash payment        $    36,100    $      --
                                                    ===========    ===========
      Accrued consulting fee settled for
        common stock in lieu of cash
        payment                                     $    50,000    $      --
                                                    ===========    ===========
      Advance settled for common stock in
        lieu of cash payment                        $    15,000    $      --
                                                    ===========    ===========
      Consulting services                           $   144,247    $      --
                                                    ===========    ===========
      Officers/employees compensation               $    27,499    $      --
                                                    ===========    ===========

Supplemental disclosure of non-cash investing and financing activities for
fiscal year 1997:

   The Company issued 6,853,335 shares of the Company's common stock in
   connection with the conversion of $375,000 of convertible debentures to
   common stock under a Regulation S Securities Subscription Agreement.

  Issuance of warrants in connection with
    Consulting service                              $     -        $   167,511
                                                    ===========    ===========
    Compensation                                    $     -        $     7,500
                                                    ===========    ===========



                                     F-12
<PAGE>


                         DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                YEARS ENDED JUNE 30, 1997 AND 1996



Supplemental disclosure of non-cash investing and financing activities for
fiscal year 1997: (Continued)

   The Company issued 25,095,290 shares of the Company's common stock in
   connection with the conversion of convertible preferred stock valued at
   $2,580,365 as follows:

                                                         Converted to
                                               Value     Common Stock
                                               -----     ------------

   Series A Convertible Preferred Stock   $   150,000       600,000
   Series B Convertible Preferred Stock     1,857,000    22,284,000
   Series C Convertible Preferred Stock        47,390        47,390
   Series P Convertible Preferred Stock       515,975     2,063,900
   Series S Convertible Preferred Stock        10,000       100,000
                                          -----------    ----------
                                          $ 2,580,365    25,095,290
                                          ===========    ==========

   The Company issued 1,625,700 shares of the Company's common stock to
   consultants for services valued at $144,247.

   The Company issued 427,940 shares of the Company's common stock to
   employees valued at $63,599 for compensation and/or accrued compensation.

   The Company issued 462,500 shares of the Company's common stock valued at
   $65,000 in connection with certain liabilities settled in lieu of a cash
   payment for accrued consulting fee of $50,000 and an advance of $15,000.





                                     F-13

<PAGE>


               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996




Supplemental disclosure of non-cash investing and financing activities for
fiscal year 1996:

   1,470,000 shares of the Company's common stock was issued as a result of
   the conversion of 36,750 shares of Series A Convertible Preferred Stock
   valued at $367,500.

   In August, 1995 in connection with the sale of 3,000,000 shares of the
   Company's common stock to third parties, certain stockholders, consisting
   mainly of officers and directors, surrendered 3,215,000 of the Company's
   common stock in exchange for 32,150 shares of Series S Preferred Stock
   valued at $378,000. In March, 1996, after the stockholders approved an
   increase in the number of authorized common stock shares, 29,000 shares of
   Series S Preferred Stock was converted back to 2,900,000 shares of the
   Company's common stock valued at $356,500.

   The Company acquired all of the outstanding common stock of InfoPak, Inc.
   for 500,000 shares of Series P Convertible Preferred Stock ("Series P
   Preferred") valued at $1,250,000. At the date of acquisition, InfoPak's
   assets were valued at $503,944, (including cash of $275,632), and its
   liabilities at $103,590. The Company also issued 31,379 shares of Series P
   Preferred valued at $78,448 in exchange for the cancellation of debt of
   certain shareholders of InfoPak. The Company accounted for this transaction
   as a purchase and, accordingly, recorded goodwill of $964,989.

   Certain InfoPak employees under contract and a consultant also received
   17,500 shares of Series P Convertible Preferred Stock from the Company
   (valued at $43,750) as a signing bonus. The Company also issued 150,000 of
   warrants, to purchase the Company's common stock at $.15 per share, to an
   officer of InfoPak, which were valued at $7,500 and expensed.

   The Company issued 500,000 common stock warrants to a financial consultant
   which were valued at $100,000 and expensed.

   The Company issued 3,495,239 shares of the Company's common stock in
   connection with the conversion of approximately $425,000 of convertible
   debentures to common stock under a Regulation S Securities Subscription
   Agreement.


                                     F-14





<PAGE>


               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996




Supplemental disclosure of non-cash investing and financing activities for
fiscal year 1996: (Continued)

   1,744,420 shares of the Company's common stock was issued as a result of
   the conversion of 174,442 shares of Series P Convertible Preferred Stock
   valued at $436,105.

   190,700 shares of Series B Convertible Preferred Stock was issued as a
   result of conversion of $1,907,000 of secured notes and 26,275 shares of
   Series C Convertible Preferred Stock was issued as payment for $262,750 of
   accrued interest on secured notes.

   28,550 shares of the Company's common stock was issued as a result of
   conversion of 2,855 shares of Series C Convertible Stock valued at $28,550.

   42,350 shares of the Company's common stock was issued to consultants for
   services valued at $11,011.

   The Company issued 410,000 common stock warrants for consulting services
   provided to the Company which were valued at $56,500 and expensed.

























                         See notes to consolidated financial statements.

                                     F-15
<PAGE>


               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED JUNE 30, 1997 AND 1996




Note 1:    Summary of Significant Accounting Policies

           Description of Business, Financing and Basis of Financial Statement
           Presentation

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

           The Company, on September 12, 1995 completed the acquisition of
           InfoPak, Inc. which has developed a data delivery system that
           provides end users with specific industry printed materials by way
           of a portable hand-held reader. Data is acquired electronically
           from the data provided by mainframe systems and distributed through
           a computer network to all subscribers.

           The Company has financed its operations primarily through the sale
           of its securities. The Company has had limited sales of its
           products during the years ended June 30, 1997 and 1996. Even though
           the sales during the past two years have significantly increased
           over the prior years, the volume of business is not nearly
           sufficient to support the Company's cost structure.

           Liquidity and Capital Resources

           The Company has incurred losses since inception of $18,300,965 and
           has a working capital deficiency of $107,952 as of June 30, 1997.
           The future of the Company as an operating business will depend on
           (1) its ability to successfully market and sell its products, (2)
           obtain sufficient capital contributions and/or financing as may be
           required to sustain its current operations and to fulfill its sales
           and marketing activities, (3) achieving a level of sales adequate
           to support the Company's cost structure, and (4) to ultimately
           achieve a level of profitability. Management's plan to address
           these issues includes (a) redirecting its marketing efforts of the
           Company's products and substantially increasing sales results, (b)
           continued exercise of tight cost controls to conserve cash, and (c)
           raise additional long term financing.

                                     F-16
<PAGE>


               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996




Note 1:    Summary of Significant Accounting Policies (Continued)

           Liquidity and Capital Resources (Continued)

           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, 1997, plus the limited revenue is not
           sufficient to satisfy the present cost structure. Management
           recognizes that the Company must generate additional resources to
           enable it to continue operations. Management plans include the
           continued expansion of the sale of its products and the sale of
           additional securities.

           Further, there can be no assurances, assuming the Company
           successfully raises additional funds that the Company will achieve
           profitability or positive cash flow from the sale of its products.
           In the event the Company is not able to secure sufficient funds on
           a timely basis necessary to maintain its current operations, it may
           cease all or part of its existing operations and/or seek protection
           under the bankruptcy laws.

           Consolidation Policy

           The consolidated financial statements include the accounts of DVGL
           and its wholly-owned subsidiaries, InfoPak, Inc. (acquired
           September 12, 1995) DVG Plastics, Inc., Digital Dimensions, Inc.
           and DV3D Images, Inc. As of June 30, 1997, all of the wholly-owned
           subsidiaries are inactive, except for InfoPak, Inc. All significant
           intercompany balances and transactions have been eliminated in
           consolidation.

           Inventory

           Inventory is stated at the lower of cost or market. Cost is
           determined by the first-in, first-out method. Inventory consists of
           raw materials of $41,222 and finished goods of $137,905.

                                     F-17
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 1:    Summary of Significant Accounting Policies (Continued)

           Equipment and Leasehold Improvements and Depreciation and
           Amortization

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

              Equipment                  5 - 7 years
              Furniture and fixtures     5 years
              Leasehold improvements     Term of the initial operating 
                                         lease (5 years)

           Patent Rights

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

           Goodwill

           The excess of the cost over the net assets acquired relates to the
           acquisition of InfoPak, Inc.

           As of June 30, 1997, the Company recorded a goodwill writedown of
           $619,172. This writedown eliminates all the remaining goodwill of
           the Company. The asset of goodwill was determined to have been
           impaired because of the current financial condition of the Company
           and the Company's inability to generate future operating income
           without substantial sales volume increases, which are uncertain. In
           addition, anticipated future cash flows of the Company indicate
           that the recoverability of the asset is not reasonably assured.

                                     F-18
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 1:    Summary of Significant Accounting Policies (Continued)

           Goodwill (Continued)

           Prior to June 30, 1997, goodwill was amortized using the
           straight-line method over five years.

           The Company is required to analyze the value of its recorded
           intangible assets on an ongoing basis to determine that the
           recorded amounts are reasonable and are not impaired. The Company's
           management considers the Company's financial condition and expected
           future operating income in determining if goodwill is impaired at
           the balance sheet date. Upon determination that goodwill was
           impaired at June 30, 1997, the amount of impairment was calculated
           by determining that portion of the goodwill which would not be
           expected to be recovered against operating income during the
           remaining amortization period.

           Engineering and Development Costs

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

           Income Taxes

           Deferred income taxes reflect the net effect of (a) temporary
           differences between the carrying amounts of assets and liabilities
           for financial reporting purposes and the amounts used for income
           tax purposes, and (b) operating loss carryforwards.

           Net Loss Per Share of Common Stock

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

                                     F-19
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 1:    Summary of Significant Accounting Policies (Continued)

           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.

           Concentration of Credit Risk

           The Company is subject to credit risk through trade receivables.
           The Company relies on a limited number of customers for its sales.
           The Company is in the process of building a customer base for its
           products and, therefore, the degree of risk is substantially higher
           until the base grows.

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

Note 2:    Cash and Cash Equivalents

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

           Cash and cash equivalents as of June 30, 1997 are summarized as
           follows:

             Cash on hand                   $     84
             Cash in bank                     58,259
             Money market account             51,223
                                            --------

                                            $109,566
                                            ========

                                     F-20
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 2:    Cash and Cash Equivalents (Continued)

           The Company maintains its cash in banks located in Arizona and
           California. The total cash balances are insured by the FDIC up to
           $100,000 per financial institution. As of June 30, 1997, there were
           no uninsured balances.


Note 3:    Patent Rights and Other Assets

             Patent rights                            $ 58,426
             Organization costs                          2,000
             Deposits                                    1,140
             Trademark                                     225
                                                      --------
                                                        61,791
             Less accumulated  amortization             20,902
                                                      --------

               Total                                  $ 40,889
                                                      ========


Note 4:    Deferred Costs

             Deferred  compensation relating to
             signing    bonuses    to   certain
             employees   and    consultant   of      $ 15,755
             InfoPak, Inc.

             Deferred debt cost                         1,491
                                                      --------

                                                     $ 17,246
                                                     ========


Note 5:    Accounts Payable, Accrued Expenses and Other Liabilities

             Accounts payable                        $260,942
             Accrued expenses
               Interest                                11,184
               Salaries                               117,943
               Consulting fees                         18,000
             Payroll taxes payable                      5,878
                                                      --------

               Total                                 $413,947
                                                     ========

                                     F-21
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 6:    Long-Term Debt

           As of June 30, 1997, long-term debt consisted of the following:

             5% convertible debentures due
               August 1, 1998                        $125,000(1)
             10% secured notes due in January
               and February, 1998                      75,000(2)(3)
                                                     --------
                                                      200,000
             Less current portion                      75,000
                                                     --------
                                                     $125,000
                                                     ========

              (1)During the year ended June 30, 1997, $375,000 of the
                 outstanding debentures were converted to 6,853,335 shares of
                 the Company's common stock at an average per share price of
                 $.05. This debt is convertible into the Company's common
                 stock at 50% of the price of the Company's stock on the day
                 prior to conversion, but at no time shall the conversion
                 price be greater than $.145 a share.

                 During July 1997, $50,000 of the outstanding debentures were
                 converted to 1,818,182 shares of the Company's common stock
                 at an average price of $.0275 per share.

                 The debentures were due on August 1, 1997, and the debenture
                 holder on October 8, 1997 extended the due date to August 1,
                 1998.

              (2)As collateral for the secured notes, the Company has given a
                 security interest in all of the Company's tangible and
                 intangible assets, including all patents and proprietary
                 technology, which was evidenced by a uniform commercial code
                 of living on March 24, 1994.

              (3)The Company has accrued interest on this obligation, but has
                 not paid interest to the noteholders since January 1996. No
                 demand for interest has been made by the noteholders, but the
                 notes are in technical default by failure to pay the accrued
                 interest.

                                     F-22
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 7:    Commitments and Contingencies

           Effective January 24, 1997, the Company vacated its studio and
           production facilities in Philadelphia, Pennsylvania. There are
           several disputed invoices outstanding that amount to less than
           $2,000 that management expects to resolve in its favor. There are
           no long-term lease obligations outstanding as of June 30, 1997.

           Total rent expense on all operating leases amounted to
           approximately $57,600 and $83,000 for the years ended June 30, 1997
           and 1996, respectively.

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

                Years Ending June 30,          Amount
                ---------------------          ------

                        1998                  $235,000
                        1999                    69,000
                                              --------

                                              $304,000
                                              ========

           During 1996, the Company's former principal distributor of its
           print products refused to pay a certain sales invoice for goods
           shipped to, accepted and paid for by the distributor's customer.
           The Company had demanded payment and the distributor has refused to
           pay the invoice for $213,522. In July 1996, the Company filed for
           judgment on the $213,522 invoice together with interest, costs and
           such other relief the court will deem just and proper. The
           distributor has filed a counterclaim. Management feels this matter
           will be resolved favorably and will not have a material adverse
           effect on its financial position. During 1997, this matter has
           moved to a deferred status while the parties engage in settlement
           negotiations.

           During 1996, the Company provided an allowance for possible bad
           debts for the full amount of this sales transaction.

           There are no other 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, 1997 was approximately $68,000.

                                     F-23
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 8:    Common Stock

           As of June 30, 1997, there are outstanding 12,446,370 of non-public
           warrants to purchase the Company's common stock at prices ranging
           from $.09 to $.50 with a weighted average price of $.16 per share.

           As of June 30, 1997, there were 219,378 shares of various classes
           of Convertible Preferred Stock outstanding which can be converted
           to 3,602,280 shares of common stock (see Note 10).

           As of June 30, 1997, there are 7,500 Series B Warrants outstanding
           to purchase Series B Convertible Preferred Stock which can be
           converted into 750,000 shares of the Company's common stock (see
           Note 6).

           As of June 30, 1997, there was a $125,000 5% Convertible Debenture
           which can be converted into a minimum of 2,335,423 shares of the
           Company's common stock depending upon the price of the Company's
           common stock the day preceding the conversion.

           The total number of shares of the Company's common stock that would
           have been issuable upon conversion of the outstanding debt,
           warrants and preferred stock equaled 19,134,073 shares as of June
           30, 1997, and would be in addition to the 68,137,872 shares of
           common stock outstanding as of June 30, 1997.

           During the year ended June 30, 1997, 3,490,000 shares of the
           Company's common stock was sold to third parties in two private
           placements for $244,000 (at an average price per share of $.07).

           On October 16, 1996, the Company sold 2,500,000 shares of the
           Company's common stock to a third party for $350,000 under a
           Regulation S offering.

           On December 12, 1996, the Company issued 1,000,000 shares of the
           Company's common stock in connection with the exercise of 1,000,000
           warrants at $.10 per share.

           The Company issued 6,835,335 shares of the Company's common stock
           in connection with the conversion of $375,000 of convertible
           debentures to common stock under a Regulation S offering.

                                     F-24
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 8:    Common Stock (Continued)

           The Company issued 1,625,700 shares of the Company's common stock
           to consultants for services valued at $144,247 (average price per
           share $.09).

           The Company issued 427,940 shares of the Company's common stock to
           employees for compensation and/or accrued compensation valued at
           $63,599 (average price per share $.15).

           On January 14, 1997, the Company issued 1,000,000 shares of the
           Company's common stock to a former consultant which consisted of
           the issuance of 236,700 shares of the Company's common stock to the
           former consultant in full release under a letter agreement dated
           March 15, 1996, valued at $37,872 (price per share $.16), issuance
           of 312,500 shares of the Company's common stock in settlement of
           the outstanding accrued consulting fee of $50,000 (price per share
           $.16) and exchange of 450,800 shares of restricted stock for
           450,800 shares of free trading from the 1996 equity incentive plan.

           The Company issued 150,000 shares of the Company's common stock in
           order to pay a $15,000 advance ($.10 per share).

           The Chairman of the Board/Chief Executive Officer surrendered to
           the Company 28,550 shares of the Company's common stock.

Note 9:    Preferred Stock

           The Company has authorized 10,000,000 shares of $.001 par value per
           share Preferred Stock, which has been allocated to the following
           Series and is outstanding as of June 30, 1997, as follows:

                                   Allocated        Outstanding
                                   ---------        -----------

             Series A Preferred       100,000        25,500
             Series B Preferred       200,000         5,000
             Series C Preferred     1,000,000        18,681
             Series P Preferred       600,000       168,047
             Series S Preferred        50,000         2,150
                                    ---------       -------

               Total Preferred
                 Stock              1,950,000       219,378
                                    =========       =======

                                     F-25
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 9:    Preferred Stock (Continued)

           The Company's Series A Convertible 5% Preferred Stock ("Series A
           Preferred"), 100,000 shares authorized, is convertible into common
           stock at the rate of 40 shares of common stock for each share of
           the Series A Preferred. Dividends from date of issue, are payable
           from retained earnings, and have been accumulated on June 30 each
           year, but have not been declared or paid (see Note 7).

           The Company's Series B Convertible 8% Preferred Stock ("Series B
           Preferred"), is convertible at the rate of 100 shares of common
           stock for each share of Series B Preferred. Dividends from date of
           issue are payable on June 30 from retained earnings at the rate of
           8% per annum and have not been declared or paid (see Note 7).

           The Company's Series C Convertible Preferred Stock ("Series C
           Preferred"), is convertible at a rate of 10 shares of common stock
           per share of Series C Preferred.

           The Company's Series P Convertible Preferred Stock ("Series P
           Preferred"), is convertible at a rate of 10 shares of common stock
           for each share of Series P Preferred.

           The Company's Series S Convertible Preferred Stock ("Series S
           Preferred"), is convertible at the rate of 100 shares of common
           stock for each share of Series S Preferred.

           The Company's Series A Preferred and Series B 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 S Preferred was issued to certain
           stockholders consisting mainly of officers and directors of the
           Company in exchange for such stockholders' shares of common stock.
           After this exchange, common stock was sold on September 5, 1995 for
           the purpose of raising additional capital.

                                     F-26
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 9:    Preferred Stock (Continued)

           The Series P Preferred was issued on September 12, 1995 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.

           The 190,700 shares of Series B Preferred were issued to holders of
           warrants to purchase such preferred stock. The funding for the
           exercise of these warrants was the exchange of $1,907,000 of
           principal amount of secured and unsecured notes. On December 3,
           1996, 185,700 shares of Series B Preferred were exchanged for
           22,284,000 shares of the Company's common stock.

           The 26,275 shares of Series C Preferred were also issued in
           exchange for $262,750 of interest due under the secured and
           unsecured noteholders of 7,594 shares of Series C Preferred Stock
           have subsequently converted their shares into the Company's common
           stock.

Note 10:   Stock Option Plan and Equity Incentive Plan

           The Company has adopted a stock option plan (the "Plan") covering
           500,000 shares of the Company's common stock $.001 par value,
           pursuant to which officers, directors, key employees and
           consultants of the Company are eligible to receive incentive, as
           well as non-qualified stock options and Stock Appreciation Rights
           ("SAR's"). The Plan, which expires in September, 1998, will be
           administered by the Board of Directors or a committee chosen
           therefrom. Incentive stock options granted under the Plan are
           exercisable for a period of up to 10 years from the date of grant
           at an exercise price, which is not less than the fair market value
           of the common stock on the date of the grant, except that the terms
           of an incentive stock option granted under the Plan to a
           stockholder owning more than 10% of the outstanding common stock
           may not exceed five years and the exercise price of an incentive
           stock option granted to such a stockholder may not be less than
           110% of the fair market value of common stock on the date of the
           grant. Non-qualified stock options may be granted on terms
           determined by the Board of
                                     F-27
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 10:   Stock Option Plan and Equity Incentive Plan (Continued)

           Directors or a committee designated by the Board of Directors.
           SAR's which give the holder the privilege of surrendering such
           rights for the appreciation in the Company's common stock between
           the time of grant and the surrender, may be granted on any terms
           determined by the Board of Directors or committee designated by the
           Board of Directors. No SAR's have been granted.

           A summary of transactions under this Plan is as follows:

                                               Option Price    Total
                                                Per Share,    Option
                                     Shares    As Adjusted     Price
                                     ------    -----------     -----
            Options outstanding
              July 1, 1995          161,000        $.48      $ 77,280
            Cancelled              (141,000)        .48       (67,680)
                                  ---------                  --------
                                                 
            Options outstanding                  
              June 30, 1996          20,000         .48         9,600
            Cancelled               (20,000)        .48        (9,600)
                                  ---------                  --------
                                                 
            Options outstanding                  
              June 30, 1997            -                     $   -
                                  =========                  ========
                                             
           The Company on June 13, 1996 has 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

                                     F-28
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 10:   Stock Option Plan and Equity Incentive Plan (Continued)

           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. As
           of June 30, 1997, 2,859,290 shares of common stock has been issued
           under this plan at prices ranging from $.09 to $.26 per share,
           except for 450,800 shares that were issued at zero value in
           exchange for restricted shares that were cancelled (see Note 8,
           paragraph 12). In addition, as of June 30, 1997, no options or
           SAR's have been granted.

Note 11:   Income Taxes

           The tax effects of significant items comprising the Company's net
           deferred taxes as of June 30, 1997 were as follows:

             Deferred tax assets:
               Goodwill                             $   367,000
               Net operating loss carryforwards       5,661,000
                                                     ---------- 

                                                      6,028,000
                                                     ---------- 

             Deferred tax liabilities
               Equipment                                  6,000
               Patent rights                              6,000
                                                     ---------- 

                                                         12,000
                                                     ---------- 

             Net deferred tax asset                   6,016,000
             Valuation allowance                     (6,016,000)
                                                     ---------- 

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

           The change in valuation allowance for the year ended June 30, 1997
           was increased by approximately $342,000.

                                     F-29
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 11:   Income Taxes (Continued)

           There was no provision for current income taxes for the years ended
           June 30, 1997 and 1996.

           The federal net operating loss carryforwards of approximately
           $16,469,000 expire in varying amounts through 2012.

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


Note 12:   Segment of Business Reporting

           The operations of the Company are divided into the following
           business segments for financial reporting purposes.

            o Lithographically printed stereoscopic prints commonly referred
              to as three-dimensional prints and lithographically printed
              animation.

            o Hardware and software information and audio playback systems and
              method products and programs.

           There are no intersegment or foreign sales. Three customers that
           account for approximately 65% of the lithographic sales and four
           customers account for approximately 91% of the hardware and
           software information and playback systems.

           Financial information by business segments is as follows:

                                                    Hardware
                                                       and
                                     Lithographic   Software     Consolidated
                                     ------------   --------     ------------

              Net customer sales      $    98,592   $ 452,925   $   551,517
              Operating loss           (1,155,884)   (174,984)   (1,330,868)
              Identifiable assets         269,591     259,929       529,520
              Depreciation                 17,226      33,140        50,366
              Capital expenditures          3,628       1,038         4,666
                                                  

                                     F-30
<PAGE>

               DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      YEARS ENDED JUNE 30, 1997 AND 1996

Note 13:   Subsequent Events

           During July 1997, 50,000 of the outstanding debentures were
           converted to 1,818,182 shares of the Company's common stock at an
           average price of $.0275 per share.

           The Company sold, through a private placement, 1,100,000 shares of
           the Company's common stock (restricted shares) during July through
           October 1997 for $55,000 ($.05 per share).

           In September 1997, the Company sold its real estate multiple
           listing data delivery system. The purchase price was $450,000 plus
           the assumption of $59,247 in liabilities.

           On October 2, 1997, the Company sold 1,666,666 shares of its common
           stock in an offshore transaction for $75,000 ($.045 per share).

           The 5% convertible debentures were due on August 1, 1997, and the
           debenture holder on October 8, 1997, extended the due date to
           August 1, 1998.

           On October 14, 1997, the Company entered into a letter agreement
           with Capital West Investment Group, Inc. ("CWIG"). Pursuant to the
           terms of the agreement CWIG will use its "best efforts" to raise
           funds amounting to $1,000,000 in net proceeds less expenses and
           commissions within six months of the date of the letter. In
           exchange for CWIG's agreement to raise funds for the Company,
           the Board of Directors has agreed to recommend to the stockholders
           for approval a 25 to 1 reverse stock split on all outstanding
           classes of stock and issuance of certain derivative securities to
           key employees, members of the Board and consultants. In the
           interim, CWIG will provide $100,000 to $200,000 in short-term
           financing. The actual terms may change as the transaction
           progresses and no assurances can be given that the funding will be
           completed as proposed.

                                     F-31
<PAGE>



                         INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders
Dimensional Visions Group, Ltd. and Subsidiaries
Phoenix, Arizona


We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of DIMENSIONAL VISIONS GROUP, LTD. AND
SUBSIDIARIES included in this annual report on Form 10-KSB and have issued our
report thereon dated August 29, 1997, except Note 13, as to which the date is
October 14, 1997. Our audit was made for the purpose of forming an opinion on
the basic consolidated financial statements taken as a whole. The schedules
listed in the preceding index are the responsibility of the Company's
management and are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic consolidated
financial statements. These schedules have been subjected to the auditing
procedures applied in the audits of the basic consolidated financial
statements and, in our opinion, fairly state in all material respects the
consolidated financial data required to be set forth in relation to the basic
consolidated financial statements taken as a whole.





                                             GITOMER & BERENHOLZ, P.C.

Jenkintown, Pennsylvania
August 29, 1997

                                     F-32
<PAGE>


                                                                 Exhibit IV


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




<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
    Column A           Column B        Column C       Column D       Column E         Column F
-------------------------------------------------------------------------------------------------

                       Balance at                                      Other
                       Beginning                                     Changes -
                          of           Additions                        Add           Balance at
 Classification         Period          at Cost     Retirements(2)   (Deduct)(3)    End of Period

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

<S>                   <C>             <C>             <C>             <C>             <C>       
Year Ended
June 30, 1997
-------------
  Equipment           $1,891,703      $    3,614      $  367,541      $     --        $1,527,776
  Furniture and
    fixtures             143,408           1,052          19,425            --           125,035
  Leasehold
    improvements         109,446            --           109,446            --              --
                      ----------      ----------      ----------      ----------      ----------

                      $2,144,557      $    4,666      $  496,412      $     --        $1,652,811
                      ==========      ==========      ==========      ==========      ==========

Year Ended
June 30, 1996
-------------
  Equipment           $1,628,028      $   33,884      $     --        $  229,791      $1,891,703
  Furniture and
    fixtures             134,938           6,476            --             1,994         143,408
  Leasehold
    improvements         109,446            --              --              --           109,446
                      ----------      ----------      ----------      ----------      ----------

                      $1,872,412      $   40,360      $     --        $  231,785      $2,144,557
                      ==========      ==========      ==========      ==========      ==========
</TABLE>

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

        Equipment                  5 - 7 years
        Furniture and fixtures     5 years
        Leasehold improvements     Term of the initial operating lease (5 years)

    (2) Represents equipment and leasehold improvements abandoned.

    (3) Represents equipment acquired through acquisition.


                                     F-33

<PAGE>


                                                                  Exhibit V


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




<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
    Column A           Column B        Column C       Column D       Column E         Column F
-------------------------------------------------------------------------------------------------

                       Balance at                                      Other
                       Beginning                                     Changes -
                          of           Additions                        Add           Balance at
 Classification         Period          at Cost     Retirements(1)   (Deduct)(2)    End of Period

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

<S>                   <C>             <C>             <C>             <C>             <C>       
Year Ended
June 30, 1997
-------------
  Equipment          $1,767,977      $   46,084      $  366,833        $     --      $1,447,228
  Furniture and     
    fixtures            130,188           4,092          19,087              --         115,193
  Leasehold         
    improvements        109,152             190         109,342              --              --
                     ----------      ----------      ----------        --------      ----------
                    
                     $2,007,317      $   50,366      $  495,262        $     --      $1,562,421
                     ==========      ==========      ==========        ========      ==========                    
Year Ended          
June 30, 1996
-------------       
  Equipment          $1,559,730      $   81,417      $       --        $126,830      $1,767,977
  Furniture and     
    fixtures            122,433           5,808              --           1,947         130,188
  Leasehold         
    improvements        108,886             266              --              --         109,152
                     ----------      ----------      ----------        --------      ----------
                     $1,791,049      $   87,491      $       --        $128,777      $2,007,317
                     ==========      ==========      ==========        ========      ==========                    
</TABLE>


(1) Represents accumulated depreciation and amortization written off as a
    result of abandonment.

(2) Represents accumulated depreciation acquired through acquisition.

                                     F-34
<PAGE>


                                  SIGNATURES

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

                                                 DIMENSIONAL VISIONS GROUP, LTD.

DATED: October 30, 1997                          By: /s/ George S. Smith
                                                 ------------------------------
                                                 George S.  Smith, Chairman and
                                                 Chief Executive Officer

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


   Signature                     Title                              Date

/s/ George S. Smith         Chairman, Chief  Executive         October 30, 1997
--------------------        Officer (Principal Executive
George S.  Smith            Officer and Principal Financial
                            Officer, and principal accounting
                            officer) and Director


/s/Robert L. Morris         President and Director             October 30, 1997
-----------------------
Robert L. Morris



/s/ Sean F. Lee             Director                           October 30, 1997
-------------------
Sean F.  Lee



/s/ Steven L. Flint         Director                           October 30, 1997
-------------------
Steven L. Flint



/s/Hans J. Kaemmlein        Director                           October 30, 1997
--------------------
Hans J. Kaemmlein