SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

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

                     For the fiscal year ended June 30, 2001

                                       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

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

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

2301 W. Dunlap Avenue, Suite 207, Phoenix, Arizona                 85021
   (Address of Principal Executive Offices)                      (Zip Code)

         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, $.001 par value
                                (Title of Class)

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

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

     For the fiscal year ended June 30, 2001, the Company's revenue was
$235,197.

     As of October 25, 2001, the number of shares of Common Stock outstanding
was 11,955,631. The aggregate market value of the Company's Common Stock held by
non-affiliates of the registrant as of October 25, 2001, was approximately
$956,450 (based upon 11,955,631 shares at $.08 per share).

                       DOCUMENTS INCORPORATED BY REFERENCE

     The following documents are incorporated herein by reference: (i)
Registration Statement on Form SB-2 dated June 19, 2000 (Registration No.
333-30368); and (ii) Registration Statement on Form SB-2 dated July 10, 2001
(Registration No. 333-56804) are incorporated in Part III, Item 13(a).
<PAGE>


                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
ITEM 1. DESCRIPTION OF BUSINESS. .........................................   1

   GENERAL ...............................................................   1
   COMPANY HISTORY .......................................................   1
     FISCAL YEARS 1988-1994 ..............................................   1
     FISCAL YEARS 1995-1997 ..............................................   1
     FISCAL YEARS 1998-2001 ..............................................   2
   STRATEGY ..............................................................   2
     MARKET & PENETRATION ................................................   2
   PRODUCTION ............................................................   3
   COMPETITION ...........................................................   3
   PATENTS, TRADEMARKS AND PROPRIETARY PROTECTION ........................   3
   EMPLOYEES .............................................................   4
   SELECTED CONSOLIDATED FINANCIAL DATA ..................................   4

ITEM 2. DESCRIPTION OF PROPERTY. .........................................   4

ITEM 3. LEGAL PROCEEDINGS. ...............................................   4

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

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

   HOLDERS ...............................................................   5
   DIVIDENDS .............................................................   5

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS. .......................................   7

   FISCAL YEARS 2000 AND 2001 ............................................   7
     RESULTS OF OPERATIONS ...............................................   7
     LIQUIDITY AND CAPITAL RESOURCES .....................................   7

ITEM 7. FINANCIAL STATEMENTS. ............................................   8

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

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. ...............   8

   INDEMNIFICATION OF DIRECTORS AND OFFICERS .............................   9
   COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT .....................   9

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

   SUMMARY COMPENSATION TABLE ............................................  10

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

   1996 EQUITY INCENTIVE PLAN ............................................  13
   1999 STOCK OPTION PLAN ................................................  13

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. .................  13

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K ................................  14

SIGNATURES ...............................................................  15
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

Dimensional Visions creates and delivers3D/animated graphics for products,
packaging and marketing communications.

Our graphics are multi-dimensional (commonly known as "3-D") and/or animated
visual effects. These effects may be produced in varying sizes to specified
customer applications for companies who want to differentiate their products
from the competition. The visual effects are created by viewing multiple images
through a series of lenses incorporated into a plastic sheet called lenticular.
These lenses work as a viewer which self adjusts to whatever distance the viewer
is from the image. Viewed in one direction, the lenses allow the individual to
see multiple views of an image simultaneously. These multiple views are seen as
being in three dimensions. Alternatively, viewed in the other direction, the
lenses restrict the view to a particular image that changes as the piece is
moved, thus creating an animation effect (i.e., the picture appears to be
moving).

Our objective is to become a dominant marketer, developer and producer of
3D/animated graphics in the United States and internationally.

Our 3D/animated graphics offer multi-dimensional and/or animated images for the
promotion marketing industry, advertising and graphic design industry and
original equipment manufacturers throughout the United States.

InfoPak, Inc. is our one active subsidiary company. InfoPak manufactures and
markets a hardware/software PACKAGED product line called the
"InfoPakSystem(TM)." This system was designed to handle substantial offline
information and databases that may require frequent updating.

We have decided to focus all of our resources on our 3D/animated graphics
product line. During Fiscal Year 2001, the activity in InfoPak was minimal. We
had retained Chapman Associates, an investment banking firm, to assist us in the
sale of our InfoPak, Inc. subsidiary. To date, we have not found a buyer and
Chapman Associates is no longer activity pursuing a buyer. We will continue to
support the operations of InfoPak until it is sold or our Board of Directors
decides to discontinue its operations.

Dimensional Visions' office and principal place of business is located at 2301
West Dunlap Avenue, Suite 207, Phoenix, Arizona 85021, and its telephone number
is (602) 997-1990.

COMPANY HISTORY

FISCAL YEARS 1988-1994

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

FISCAL YEARS 1995-1997

In 1995, Dimensional Visions acquired InfoPak, Inc. of Phoenix, Arizona
("InfoPak") which is currently our wholly owned subsidiary. InfoPak manufactures
and markets a hardware/software package called the "InfoPakSystem(TM)". This
system takes existing databases and prepares them for use on a palm-top computer
manufactured by InfoPak. It is particularly useful to individuals who need

                                       1
<PAGE>
access to information while away from a computer terminal. Therefore, it is
marketed to mobile business professionals in the automobile appraisal and
real-estate businesses. Automobile appraisal guides are available on the
palm-top unit for access at automobile auctions or at car dealership lots.
Multiple listing data is similarly available for real estate agents for field
access to the home listings.

From 1995 to 1997, Dimensional Visions utilized the software development
resources of InfoPak to develop the patent-pending software and systematic
digital process for its Living Image(TM) Solutions.

FISCAL YEARS 1998-2001

In January 1998, we established our current headquarters in Phoenix, Arizona.
Under the leadership of a new executive management team, Dimensional Visions was
completely restructured including changing our corporate name to Dimensional
Visions Incorporated and changing our stock trading symbol from DVGL to DVUI. At
the end of 1997, the Company needed to complete private placements of debt and
equity to continue operations. As a prerequisite, our investment banking firm,
Capital West Investment Group, required the Company to replace the upper level
management and effect a 1 for 25 reverse stock split. During the fiscal year
2001, the Company finalized an equity line with Swartz Private Equity, LLC to
provide funding through the sale of the Company's common stock. The Company has
the right at its sole discretion to put common stock to Swartz, subject to
certain limitations and conditions based upon trading volume of the Company's
common stock. The Company also utilized $385,000 from a line of credit from
Merrill Lynch to sustain operations.

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

STRATEGY

MARKET & PENETRATION

Multi-dimensional and/or animated images are being utilized today by Dimensional
Visions' clients. The images are used because they combine depth and movement to
attract the consumer's attention and potentially increase their sales.

Our 3D/animated graphics have and will be (a) integrated onto products (for
example: affixed to yearbooks, children's portfolio covers, etc.), (b)
integrated onto product packaging (for example: affixed to cereal boxes, CD
packages, etc.), and (c) integrated onto marketing communications for products
and services (for example: affixed to annual reports, etc.). We define the
market for our 3D/animated graphics as the following major markets in the United
States:

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

Dimensional Visions believes that the market for 3D/animated graphics is in its
infancy particularly with the advent of new high-end Intel based graphic design
computers and improved lenticular plastic extrusion capabilities. With these
advances, coupled with the best-integrated software methodology and marketing
strategy, we believe Dimensional Visions can be a market leader.

Dimensional Visions estimates that the market universe for its 3D/animated
graphics is as follows:

     *    ORIGINAL EQUIPMENT MANUFACTURERS: Our revenues for the fiscal year
          ended June 30, 2001, from the original manufacturers were
          approximately 54% of our total revenue. Cookie Inc. made up 19% of our
          revenues for the fiscal year June 30, 2001, while Phoenix Display was
          also approximately 19%.

                                       2
<PAGE>
     *    PROMOTION MARKETING INDUSTRY: Dimensional Visions believes that the
          Premium/Incentives, Point of Purchase, Specialty Printing, and
          Agencies Net Revenues categories are potential users of our
          3D/animated graphics. Our revenues for the fiscal year ended June 30,
          2001 from this market were approximately 46% of our total revenue.
          Big3d.com made up 13% of our revenues for the fiscal year ended June
          30, 2001, while Promotion Productions and Thelen Pollick made up 9%
          and 10%, respectively, of our total revenues.

     *    ADVERTISING INDUSTRY: We believe that newspapers, magazines, direct
          mail, business papers, and miscellaneous other advertising methods are
          potential users of 3D/animated graphics solutions. Although this
          industry has not yet brought in revenues to our Company, these
          categories make up over $116.4 billion or 62% of total advertising
          revenues in the U.S.

PRODUCTION

Dimensional Visions controls or supervises all phases of the production of its
3D/animated graphics from the image development and computerized enhancement
phases through the color separation and printing phases. Images are provided to
us by our clients in many formats including digitally in graphic file formats
and photographically in pictures or transparencies. Photographic images are
scanned into the computer to be modified and enhanced. Through a proprietary
process, several images are composited together to generate a final image that
will appear as a three-dimensional and/or animation image when viewed through a
lenticular material. "Lenticular" is a plastic optical material that allows the
three-dimensional and/or animation image to be viewed without the use of any
viewing apparatus such as glasses or hoods. The digital files are forwarded to
Travel Tags, our primary printer, or other commercial printer, where, through
the lithographic process, the images are printed on a polymer based lenticular
material which focuses the multi-dimensional or animation images. Printing is
done under the supervision of Dimensional Visions. The lenticular material is
supplied by producers in the petrochemical and plastic fabricating industries
directly to our printer. Dimensional Visions has no long-term contracts with its
printers.

COMPETITION

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

PATENTS, TRADEMARKS AND PROPRIETARY PROTECTION

The Company filed a patent application on February 15, 1999 for its 3D/animated
graphics software and print system. The Company believes that the patent will
issue by December 31, 2001.

Dimensional Visions has received trademark registration of DV3D(R).

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

                                       3
<PAGE>
In addition, no assurance can be given that we will have sufficient resources to
either institute or defend any action, suit or other proceeding by or against
our Company with respect to any claimed infringement of patent or other
proprietary rights. In the event that we should lose, in the near future, the
protection afforded by the patents and any future patents, such event could have
a material adverse effect on our operations. Furthermore, there can be no
assurance that our own technology will not infringe patent or other rights owned
by others or licenses to which may not be available to us.

EMPLOYEES

Dimensional Visions has four employees, one of whom is involved in manufacturing
and research and development, one in marketing and sales, one in operations, and
one in finance. Dimensional Visions is not a party to any collective bargaining
agreements. Dimensional Visions considers its relations with employees to be
good.

SELECTED CONSOLIDATED FINANCIAL DATA

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

<TABLE>
<CAPTION>
                            Year Ended       Year Ended        Year Ended        Year Ended        Year Ended
                           June 30, 2001    June 30, 2000     June 30, 1999     June 30, 1998     June 30, 1997
                           -------------    -------------     -------------     -------------     -------------
<S>                        <C>               <C>               <C>               <C>               <C>
Operation revenue          $   234,347       $ 1,008,862       $   741,901       $   609,392       $   551,517
Net loss                   $(1,059,775)      $(1,021,144)      $(1,465,812)      $  (421,659)      $(2,162,134)
Net loss per share of
common stock               $      (.11)      $      (.18)      $      (.39)      $      (.14)      $     (1.14)

Balance Sheet Data:
Working capital (deficit)  $  (542,882)      $   205,284       $  (603,946)      $  (235,920)      $  (107,952)
Total assets               $   211,594       $   885,033       $   530,973       $   920,841       $   529,520
Total liabilities          $   597,168       $   519,112       $ 1,118,740       $   713,539       $   613,947
Stockholders' equity
(deficiency)               $  (385,574)      $   365,921       $  (721,555)      $   207,302       $   (84,427)
</TABLE>

ITEM 2. DESCRIPTION OF PROPERTY.

We lease approximately 3,100 square feet of office space at 2301 W. Dunlap
Avenue, Suites 207 in Phoenix, Arizona. This location serves as our principal
executive offices and our current design and production facilities. The lease
covering this property terminates on December 31, 2003. The total lease payments
for the first six months of fiscal year 2002 will be approximately $25,000. The
lease also requires us to pay all taxes and insurance for this property.

ITEM 3. LEGAL PROCEEDINGS.

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

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

None.

                                       4
<PAGE>
                                     PART II

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

The Company's Common Stock has been quoted on the OTC Bulletin Board (the
"Bulletin Board") under the symbol "DVUI" since January 12, 1998. Prior to
January 12, 1998, the Company's Common Stock traded under the symbol "DVGL." The
following table sets forth the quarterly high and low bid prices of the
Company's Common Stock for the periods indicated, after adjusting such prices
for the Company's 1-for-25 reverse Common Stock split which was effective
January 15, 1998. Bid quotations represent interdealer prices without adjustment
for retail markup, markdown and/or commissions and may not necessarily represent
actual transactions.

                                                               HIGH        LOW
                                                               ----        ---
   FISCAL 2000
     First Quarter.........................................   2 3/16        3/8
     Second Quarter........................................  1 23/32      27/32
     Third Quarter.........................................   2 3/32      13/16
     Fourth Quarter........................................   2 9/32        3/8

   FISCAL 2001
     First Quarter.........................................    17/32      17/64
     Second Quarter........................................     7/16        1/8
     Third Quarter.........................................     5/16        1/8
     Fourth Quarter........................................     7/20       9/64

HOLDERS

As of October 25, 2001, the number of stockholders of record was 481, not
including beneficial owners whose shares are held by banks, brokers and other
nominees. The Company estimates that it has approximately 3,000 stockholders in
total.

DIVIDENDS

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


Pursuant to the terms of the Company's Series A Convertible Preferred Stock, a
5% annual dividend is due and owing. Pursuant to the terms of the Company Series
B Convertible Preferred stock, an 8% annual dividend is due and owing. As of
June 30, 2001, the Company has not declared dividends on Series A or B preferred
stock. The unpaid cumulative dividends totaled approximately $84,775. See Note 8
of Notes to Consolidated Financial Statements.

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES FOR
FISCAL YEARS 2001 AND 2000

FISCAL YEAR 2001

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

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

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

                                       5
<PAGE>
The Company recorded additional paid-in capital of $71,048 with the issuance of
581,500 warrants to purchase shares of the Company's common stock ranging from
$.135 and $.266 in connection with the line of credit and guarantees by the
investor group.

FISCAL YEAR 2000

The Company recorded capital lease obligations of $86,422 relating to the
acquisition of equipment.

The Company issued 12,000 shares of the Company's common stock in connection
with the conversion of Series A Convertible Preferred Stock valued at $75,000.

The Company issued 40,000 shares of its common stock as payment of a $20,000
commission owed from the sale of Series D Preferred Stock offering in lieu of a
cash payment.

The Company issued 1,707 shares of the Company's common stock in connection with
the conversion of Series C Convertible Preferred Stock valued at $42,660.

The Company issued 46,000 shares of the Company's common stock in connection
with the conversion of Series D Convertible Preferred Stock valued at $20,700.

The Company issued 544,000 of the Company's common stock to consultants for
services valued at $341,250.

The Company issued 166,730 of the Company's common stock, in lieu of cash to
settle $62,398 of accounts payable.

The Company issued 2,434,291 shares of the Company's common stock in connection
with the conversion of $720,000 in debt and related accrued interest of
$111,037.

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

FISCAL YEARS 2000 AND 2001

RESULTS OF OPERATIONS

The net loss for the fiscal year ended June 30, 2001, was $1,059,775 compared
with a net loss of $1,021,145 for the fiscal year ended June 30, 2000. General
and administrative expenses decreased in the fiscal year ended June 30, 2001 by
approximately $163,000 over the fiscal year ended June 30, 2000. This decrease
was due to approximately $29,000 in administrative salaries, $11,500 in rent,
approximately $90,000 in consulting fees and $71,000 in stock related expenses.
In addition, the Company incurred expenses from an arbitration settlement of
disputed invoices for commissions of approximately $40,000. Marketing expenses
increased from $129,520 in fiscal year 2000, to $271,514 in fiscal year 2001.
Marketing salary increased by approximately $66,000 as a result of the hiring of
two salesmen at the beginning of the fiscal year. Consulting fees for the hiring
of a design firm also increased by $75,000. The Company's engineering expenses
for the fiscal year ended June 30, 2201 increased by approximately $33,000 over
the same period last year. This increase was attributed to the hiring of
additional designers of approximately $26,000 and repairs and maintenance on our
equipment of $9,500.

Revenue for the fiscal year ended June 30, 2001, was $234,347 compared to
revenue of $1,008,862 for the fiscal year ended June 30, 2000. Revenue for the
fiscal year ended June 30, 2000 was boosted by approximately $375,000 through
the sale of Pokemon products that are no longer being ordered. Generally, the
sales volume for the fiscal year ended June 30, 2001 without Pokemon was down
approximately $400,000

As a result of the decline in revenue, the Company has reduced its fixed
overhead costs by reducing the number of personnel. By December 31, 2000, the
Company's work force was reduced by six employees which resulted in a savings of
approximately $100,000 through June 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

The Company collected approximately $570,000 in accounts receivable and
approximately $115,000 from theexercise of warrants during the fiscal year ended
June 30, 2001. Substantially all the cash received and on hand was used to
support operations. The Company also utilized $385,000 from a line of credit
from Merrill Lynch to sustain operations. On January 12, 2001, the Company
secured a $500,000 line of credit through Merrill Lynch that was obtained by an
investor group of existing stockholders as guarantors of the line of credit. The
outstanding debt as of June 30, 2001 was $385,000. The terms of the line of
credit are for one year with an interest rate of the 3-month LIBOR rate, plus
2.5% [6.23% as of June 30, 2001]. Interest payments are calculated and due
monthly, and the principal balance is due on January 13, 2002. The outstanding
debt may also be assumed by the stockholders at a rate of three shares of
Dimensional Visions' common stock for every dollar assumed. As a result of
market conditions, the line of credit was limited to $393,000 which represents
the amount of securities securing the line of credit by the investor group.
However, we will require additional funding until our sales will support our
operations. The Company is continually focusing on expanding its customer base
through its marketing and sales campaign. Unless we are able to generate
sufficient revenue or acquire additional debt or equity financing to cover our
present and ongoing operation costs and liabilities, we may not be able to
continue as a going concern.The Company's financial position is precarious. The
Company needs funding in order to maintain current operations and to support
growth and sales. The Company finalized an equity line with Swartz Private
Equity, LLC to provide funding through the sale of the Company's common stock.
The Company has the right at its sole discretion to put common stock to Swartz,
subject to certain limitations and conditions based upon trading volume of the
Company's common stock. However, due to the current limited trading volume of
the Company's common stock, the Company would not be able to raise significant
funding from this arrangement. The Company is looking for additional funding
arrangements to help maintain current operations until sales and the funding
from Swartz become sufficient enough to support operations and implement our

                                       7
<PAGE>
marketing and sales campaign. Through October 19, 2001, the Company has received
limited funding of approximately $195,000 and is continuing to search for
additional funding. The Company received $25,000 of the $195,000 on a 14%
convertible debenture from a stockholder. Principal and interest payment are due
on October 13, 2001. This debenture is convertible, in whole or part, at the
option of the holder, into shares of the Company's common stock at a rate of
$.125 per share. As of November 16, 2001, the Company has not repaid the
debenture and the holder has not converted. The Company also received $20,000 of
the $195,000 on a 12% convertible debenture on August 3, 2001. Payment of
principal and interest is due on February 3, 2002. This debenture is
convertible, in whole or part, at the option of the holder, into shares of the
Company's common stock at a rate of $.125 per share. The remaining $150,000 was
received between September 28, 2001 and October 19, 2001. The Company received
$150,000 in advances on a 12% secured note that is due on October 2, 2004. The
note requires no principal or interest payments until the maturity date of the
note. The assets of the Company are pledged as collateral for the loan.

ITEM 7. FINANCIAL STATEMENTS.

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

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

During the Company's two most recent fiscal years and any subsequent interim
period preceding such registration, declination, or dismissal, there were no
disagreements with the former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.
There is nothing to report under Item 304(a)(1)(v)(A) through (D).

                                    PART III

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

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

     Name             Age                         Position
     ----             ---                         --------
John D. McPhilimy     57    Director, Chairman of the Board of Directors and
                            Chief Executive Officer
Bruce D. Sandig       41    Senior Vice President and Director
Susan A. Perlow       50    Director
Lisa R. McPhilimy     27    Chief Financial Officer, Secretary and Director

MR. JOHN MCPHILIMY was appointed as a Director, President, and Chief Executive
Officer of the Company in November 1997. In January 1998, he was appointed
Chairman of the Board. From January 1995 until November 1997, Mr. McPhilimy
served as President of Selah Information Systems, Inc., Mesa, Arizona, a company
involved in information systems. From March 1992 to December 1995, Mr. McPhilimy
served as President of Travel Teller, Inc. Mr. McPhilimy has over 30 years of
executive and marketing experience in high-technology industries such as
aerospace, air transportation, and electronic telecommunication networks with
Bell Helicopter Textron, Aerospatiale, Executive Jet Aviation, Travel Teller
Inc., Marketing Works, and Selah Information Systems. Over the last 15 years he
has been responsible for implementing marketing strategies of NetJets and Travel
Teller, which created the new industries of "nationwide fractional ownership of
business jets" and "electronic ticket delivery networks," respectively.

MR. BRUCE D. SANDIG was appointed as a Director of the Company in January 1998
and as Senior-Vice President of Creative Design and Production Engineering of
the Company in November 1997 and provides overall development and integration of
the DV3D(R) and Animotion(TM) Multi-Dimensional Images systems. Mr. Sandig was a
co-founder of InfoPak in 1992. Mr. Sandig has over 15 years experience in
electro-mechanical and software engineering/design with such companies as
Universal Propulsion Company, Kroy, Inc., Dial Manufacturing, and Softie, Inc.,
where he also created several proprietary software games for Nintendo.

                                       8
<PAGE>
MS. SUSAN A. PERLOW has served as Director of the Company since January 1998.
Since January 1998 she has served as Managing Principal Consultant for Oracle,
Inc. She served as Director of Business Processing from March 1995 to December
1997 for AmKor Electronics.

MRS. LISA R. MCPHILIMY, daughter-in-law of John McPhilimy, CEO, was appointed as
a Director of the Company in May 2001 and as Chief Financial Officer and
Secretary provides overall integrated financial management and reporting for the
Company. She is a Certified Public Accountant and a graduate of Ohio University.
She has over 5 years experience in financial management and is responsible for
the Securities & Exchange Commission reporting required as a publicly held
company.

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

INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

                                       9
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

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

<TABLE>
<CAPTION>
                                   ANNUAL COMPENSATION                 LONG TERM COMPENSATION
                           ------------------------------------   ---------------------------------
                                                                         Awards             Payouts
                                                                  -----------------------   -------
                                                                               Securities
                                                     Other        Restricted   Underlying
                                                     Annual         Stock       Options/       LTIP        All Other
                    Year   Salary($)   Bonus($)  Compensation($)   Awards($)     SARs(#)    Payouts($)   Compensation($)
                    ----   ---------   --------  ---------------   ---------     -------    ----------   ---------------
<S>                 <C>     <C>        <C>             <C>            <C>       <C>             <C>            <C>
John D. McPhilimy   2000   $90,000      $7,500         $0             $0            --          $0             $0
                    2001   $93,000      $5,000         $0             $0        2,000,000       $0             $0
</TABLE>

                   OPTIONS/SAR GRANTS IN THE FISCAL YEAR 2001
                                INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
                                 Number of
                                Securities           % of Total
                                 Underlying     Options/SARs Granted
                                Option/SARs        to Employees in      Exercise or Base     Expiration
     Name             Year      Granted (#)          Fiscal Year        Price ($/Share)         Date
     ----             ----      -----------          -----------        ---------------         ----
<S>                   <C>        <C>                    <C>                   <C>              <C> <C>
John D. McPhilimy     2001       2,000,000              40.8                  .125             1/1/08
</TABLE>

            AGGREGATED OPTIONS/SAR EXERCISES IN THE FISCAL YEAR 2001
                          AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
                                                                                        Value of
                                                           Number of Securities        Unexercised
                                  Shares                   Underlying Exercised        In-the-Money
                               Acquired on      Value    Options/SARs at FY-End(#)   Options/SARs at
           Name       Year     Exercise(#)    Realized   Exercisable/Unexercisable      FY-End($)
           ----       ----     -----------    --------   -------------------------      ---------
<S>                   <C>      <C>            <C>        <C>                           <C>
John D. McPhilimy     2001          --            0          2,385,000(E)/0(U)          $90,000
</TABLE>

EMPLOYMENT AND RELATED AGREEMENTS

John D. McPhilimy has an employment agreement with Dimensional Visions dated
January 1, 2001and commencing on July 1, 2001. The term of the agreement is
three years ending in June 2004. Mr. McPhilimy's base compensation is $96,000.
The agreement renews by mutual written consent on the thirtieth month of its
term for a two year period without further action by either party. There are no
provisions for severance in the agreement. The agreement may be terminated by
Dimensional Visions for cause.

Bruce D. Sandig has an employee agreement with Dimensional Visions. The term of
the agreement is three years ending June 2004. Mr. Sandig's base compensation is
$90,000 per year. The agreement renews by mutual written consent on the
thirtieth month of its term for a two year period without further action by
either party. There are no provisions for severance in the agreement. The
agreement may be terminated by Dimensional Visions for cause.

                                       10
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding the shares of the
Company's outstanding Common Stock beneficially owned as of October 25, 2001 by
(i) each of the Company's directors and executive officers, (ii) all directors
and executive officers as a group, and (iii) each other person who is known by
the Company to own beneficially more than 5% of the Company's Common Stock.

 Name and Address of                     Amount and Nature of        Percent
 Beneficial Owners(1)                   Beneficial Ownership(2)     Ownership(2)
 --------------------                   -----------------------     ------------

John D. McPhilimy (3)                       1,297,000                   9.79
127 W. Fellars Drive
Phoenix, AZ 85023

Bruce D. Sandig (4)
5801 N. 14th Street
Phoenix, AZ 85014                           1,700,000                  12.46

Lisa R. McPhilimy (5)
2906 East Leland Street
Mesa, AZ 85213                                550,000                   4.40

Susan A. Perlow (6)
26210 S. Lime Drive
Queen Creek, AZ 85242                          75,000                   0.62

All executive officers and directors
 as a group (4 persons)                     3,622,000                  23.27

Roy D. Pringle (7)
4915 W. Marco Polo Road
Glendale, AZ 85308                          1,506,047                  11.19

Swartz Private Equity (8)
300 Colonial Center Parkway, Ste 300
Roswell, GA 30076                           1,309,000                   9.87

Dale Riker (9)
10040 E. Happy Valley Road
Scottsdale, AZ 85255                        1,420,861                  11.07

Russell Ritchie (10)
4700 S. McClintock Dr, #120
Tempe, AZ 85282                               959,250                   7.44

----------
(1)  Each person named in the table has sole voting and investment power with
     respect to all Common Stock beneficially owned by him or her, subject to
     applicable community property law, except as otherwise indicated. Except as
     otherwise indicated, each of such persons may be reached through the
     Company at 2301 W. Dunlap Avenue, Suite 207, Phoenix, Arizona 85021.

(2)  The percentages shown are calculated based upon the 11,955,631 shares of
     Common Stock outstanding on October 25, 2001. The numbers and percentages
     shown include the shares of Common Stock actually owned as of October 25,
     2001 and the shares of Common Stock that the identified person or group had
     the right to acquire within 60 days of such date. In calculating the
     percentage of ownership, all shares of Common Stock that the identified
     person or group had the right to acquire within 60 days of October 25, 2001
     upon the exercise of options and warrants, or the conversion of Preferred
     Stock, are deemed to be outstanding for the purpose of computing the
     percentage of the shares of Common Stock owned by such person or group, but
     are not deemed to be outstanding for the purpose of computing the
     percentage of the shares of Common Stock owned by any other person.

(3)  Mr. McPhilimy has warrants to purchase 385,000 shares of Dimensional
     Visions' common stock at an exercise price of $.20 until October 28, 2003.
     He also has warrants to purchase 912,000 shares of common stock at an
     exercise price of $.125 until January 1, 2008.

                                       11
<PAGE>
(4)  Mr. Sandig owns 10,000 shares of Dimensional Visions' common stock. Also
     included in the amount are common stock purchase warrants to purchase
     230,000 shares of Dimensional Visions' common stock at an exercise price of
     $.20 until October 28, 2003 and warrants to purchase 460,000 shares of
     common stock at an exercise price of $.25 until January 27, 2005. He also
     has warrants to purchase 1,000,000 shares of common stock at an exercise
     price of $.125 until January 1, 2008.

(5)  Ms. McPhilimy has warrants to purchase 18,334 shares of Dimensional
     Visions' common stock at an exercise price of $.20 until October 28, 2003
     and warrants to purchase 31,666 shares of common stock at an exercise price
     of $.25 until January 27, 2005. She also has warrants to purchase 500,000
     shares of common stock at an exercise price of $.125 until January 1, 2008.

(6)  Ms. Perlow has warrants to purchase 40,000 shares of Dimensional Visions'
     common stock at an exercise price of $.50 until October 28, 2003 and
     warrants to purchase 35,000 shares of common stock at an exercise price of
     $.25 until January 27, 2005.

(7)  Mr. Pringle owns 6,047 shares of Dimensional Visions' common stock. Also
     included in the amount are common stock purchase warrants to purchase
     210,000 shares of Dimensional Visions' common stock at an exercise price of
     $.20 until October 28, 2003 and warrants to purchase 290,000 shares of
     common stock at an exercise price of $.25 until January 27, 2005. He also
     has warrants to purchase 1,000,000 shares of common stock at an exercise
     price of $.125 until January 1, 2008.

(8)  Swartz Private Equity has warrants to purchase 1,309,000 shares of common
     stock issuable upon the exercise of outstanding warrants which are
     currently exercisable, which represents approximately 9.87% of our issued
     and outstanding common stock as of the date of this prospectus. Exercise of
     these warrants is limited to the extent that Swartz may not exercise the
     warrants to the extent that such exercise would result in Swartz's
     beneficial ownership of more than 4.99% of our issued and outstanding
     common stock at any time.

(9)  Mr. Riker owns 541,961 shares of Dimensional Visions' common stock. Also
     included in the amount are warrants to purchase 98,250 shares of the
     Dimensional Visions' stock at an exercise price of $.2656 until January 11,
     2006, warrants to purchase 50,000 shares of common stock at an exercise
     price of $.20 until January 11, 2004, warrants to purchase 75,000 shares of
     common stock at an exercise price of $.1406 until January 31, 2004,
     warrants to purchase 37,500 shares of common stock at an exercise price of
     $.1406 until April 1, 2004, warrants to purchase 15,000 shares of common
     stock at an exercise price of $.2175 until April 15, 2004, warrants to
     purchase 15,000 shares of common stock at an exercise price of $.135 until
     June 6, 2004 and warrants to purchase 4,000 shares of common stock at an
     exercise price of $.1275 until July 1, 2004. He may also acquire up to
     589,500 shares of common stock by the assumption of the debt associated
     with the Company's line of credit.

(10) Mr. Ritchie owns 19,650 shares of Dimensional Visions' common stock. Also
     included in the amount are warrants to purchase 50,000 shares of
     Dimensional Visions' common stock at an exercise price of $.10 until
     January 24, 2002, warrants to purchase 125,000 shares of common stock at an
     exercise price of $.2656 until January 11, 2006, warrants to purchase
     50,000 shares of common stock at an exercise price of $.20 until January
     11, 2004, warrants to purchase 75,000 shares of common stock at an exercise
     price of $.1406 until January 31, 2004, warrants to purchase 37,500 shares
     of common stock at an exercise price of $.1406 until April 1, 2004,
     warrants to purchase 15,000 shares of common stock at an exercise price of
     $.2175 until April 15, 2004, warrants to purchase 15,000 shares of common
     stock at an exercise price of $.135 until June 6, 2004 and warrants to
     purchase 4,000 shares of common stock at an exercise price of $.1275 until
     July 1, 2004. He may also acquire up to 589,500 shares of common stock by
     the assumption of the debt associated with the Company's line of credit.

                                       12
<PAGE>
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 June 12, 1996, the effective date of the 1996
Plan. The 1996 Plan is administered by 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 June 30, 2001, 5,002,978 shares had been issued pursuant to this plan.

1999 STOCK OPTION PLAN

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

As of June 30, 2001, no shares had been issued pursuant to this plan.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On January 12, 2001, the Company issued 4,900,000 employee incentive warrants to
purchase shares of common stock of the Company at an exercise price of $0.125
over the next two fiscal years of the Company. These warrants vest 25% for every
quarter in which the Company is profitable. The warrants will also vest to the
employees if there is a change in control of the Company or upon discretion of
the Board. The plan includes all current employees (4).

John D. McPhilimy, Chairman of the Board and Chief Executive Officer, was issued
2,000,000 warrants. Mr. McPhilimy assigned 888,000 and 200,000 of his warrants
to Group Baronet and Action Stocks, respectively, on behalf of the Company in
lieu of cash payments owed to these two groups by the Company.

                                       13
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

    3.1(a)   Articles of Incorporation, dated May 12, 1988
    3.2(a)   Bylaws
    4.1(a)   Certificate of Designation of Series A Convertible Preferred Stock,
             dated December 12, 1992
    4.2(a)   Certificate of Designation of Series B Convertible Preferred Stock,
             dated December 22, 1993
    4.3(a)   Certificate of Designation of Series P Convertible Preferred Stock,
             dated September 11, 1995
    4.4(a)   Certificate of Designation of Series S Convertible Preferred Stock,
             dated August 28, 1995
    4.5(a)   Certificate of Designation of Series C Convertible Preferred Stock,
             dated November 2, 1995
    4.6(a)   Certificate of Designation of Series D and Series E Convertible
             Preferred Stock dated August 25, 1999
    4.7(a)   Form of Warrant Agreement to debt holders, dated January 15, 1998
    4.8(a)   Form of Warrant Agreement to debt holders, dated April 8, 1998
    4.9(a)   Form of Warrant Agreement to participants in Private Placement
             dated April 8, 1998
    4.10(b)  Pledge Agreement dated January 11, 2001 with Dale Riker and Russ
             Ritchie
    4.11(b)  Investment Agreement dated December 13, 2000, with Swartz Private
             Equity, LLC
    4.12(b)  Merrill Lynch Portfolio Reserve Loan and Collateral Account
             Agreement
    10.1(a)  1996 Equity Incentive Plan
    10.2(a)  1999 Stock Option Plan
    10.3(a)  Agreement dated September 25, 1997 by and between InfoPak, Inc.,
             DataNet Enterprises, LLC, and David and Staci Noles
    10.4(a)  Lease Agreement, dated October 27, 1997
    10.5     Employment Agreement dated January 1, 2001, with John D. McPhilimy
    10.6     Employment Agreement dated July 1, 2001, with Bruce D. Sandig
    21.1(b)  Subsidiaries of the Registrant

----------
(a)  Incorporated by reference from the Registrant's Registration Statement on
     Form SB-2 dated June 19, 2000 (Registration No. 333-30368).
(b)  Incorporated by reference from the Registrant's Registration Statement on
     Form SB-2 dated July 10, 2001 (Registration No. 333-56804).

(b) Reports on Form 8-K.

    None.

                                       14
<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 INCORPORATED

DATED: February 20, 2002         By: /s/ John D. McPhilimy
                                     -------------------------------------------
                                     John D. McPhilimy, Chairman and
                                     Chief Executive Officer


DATED: February 20, 2002         By: /s/ Lisa R. McPhilimy
                                     -------------------------------------------
                                     Lisa R. McPhilimy, Chief Financial Officer,
                                     Secretary and Director

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/ John D. McPhilimy          Chairman, Chief Executive       February 20, 2002
----------------------------   Officer
John D. McPhilimy

/s/ Bruce D. Sandig            Vice President, Director        February 20, 2002
----------------------------
Bruce D. Sandig

/s/ Lisa R. McPhilimy          Chief Financial                 February 20, 2002
----------------------------   Officer, Secretary, Director
Lisa R. McPhilimy

                                       15
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY

                       YEARS ENDED JUNE 30, 2001 AND 2000

            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-10

   Notes to Consolidated Financial Statements                              F-13


                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


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

We have  audited the  accompanying  consolidated  balance  sheet of  Dimensional
Visions Incorporated and Subsidiary (the "Company") as of June 30, 2001, 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, 2001.  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  audit
provides a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the financial position of Dimensional  Visions  Incorporated
and Subsidiary as of June 30, 2001 and the results of their operations and their
cash  flows  for each of the two  years in the  period  ended  June 30,  2001 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 financed its
operations primarily through the sale of its securities.  As described in Note 1
to the consolidated  financial  statements,  the Company has suffered  recurring
losses from  operations  and has limited  sales of its  products,  which  raises
substantial  doubt about the Company's  ability to continue as a going  concern.
The future of the Company as an operating business will depend on its

                                      F-2
<PAGE>
To the Board of Directors and Stockholders
Dimensional Visions Incorporated and Subsidiary

ability to (1) 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) achieve a level
of sales  adequate to support the Company's cost  structure,  and (4) ultimately
achieve a level of profitability.  Management's plan concerning these matters is
also described in Note 1. The consolidated  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ Kopple & Gottlieb, LLP

KOPPLE & GOTTLIEB, LLP

Jenkintown, Pennsylvania
October 31, 2001

                                      F-3
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2001

ASSETS
Current assets
  Cash                                                             $      1,627
  Accounts receivable, trade                                              8,614
  Prepaid expenses                                                        4,224
                                                                   ------------
        Total current assets                                             14,465
                                                                   ------------
Equipment
  Equipment                                                             480,112
  Furniture and fixtures                                                 49,329
                                                                   ------------
                                                                        529,441
  Less accumulated depreciation                                         359,864
                                                                   ------------
                                                                        169,577
                                                                   ------------
Other assets
  Patent rights and other assets                                         27,552
                                                                   ------------
        Total assets                                               $    211,594
                                                                   ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
  Short-term borrowings                                                 339,138
  Current portion of obligations under capital leases              $     59,834
  Accounts payable, accrued expenses and other liabilities              158,375
                                                                   ------------
        Total current liabilities                                       557,347
                                                                   ------------

Obligations under capital leases, net of current portion                 39,821
                                                                   ------------

        Total liabilities                                               597,168
                                                                   ------------

Commitments and contingencies                                                --

Stockholders' deficiency
  Preferred stock - $.001 par value, authorized 10,000,000 shares;
   issued and outstanding 561,544 shares                                    562
  Additional paid-in capital                                            942,606
                                                                   ------------
                                                                        943,168
  Common stock - $.001 par value, authorized 100,000,000 shares;
   issued and outstanding 10,392,635                                     10,392
  Additional paid-in capital                                         21,603,561
  Deficit                                                           (22,888,528)
                                                                   ------------
  Total stockholders' deficiency before deferred consulting
   contracts                                                           (331,407)
  Deferred consulting contracts                                         (54,167)
                                                                   ------------

        Total stockholders' deficiency                                 (385,574)
                                                                   ------------
        Total liabilities and stockholders' deficiency             $    211,594
                                                                   ============

                 See notes to consolidated financial statements.

                                      F-4
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED JUNE 30, 2001 AND 2000

                                                     2001              2000
                                                 -----------       -----------
                                                                  (Reclassified)

Operating revenue                                $   234,347       $ 1,008,862
Cost of sales                                        162,132           662,021
                                                 -----------       -----------

Gross profit                                          72,215           346,841
Operating expenses
  Engineering and development costs                  243,451           206,041
  Marketing expenses                                 275,885           129,520
  General and administrative expenses                542,531           815,994
                                                 -----------       -----------

        Total operating expenses                   1,061,867         1,151,555
                                                 -----------       -----------

Loss before other income (expenses)                 (989,652)         (804,714)
                                                 -----------       -----------
Other income (expenses)
  Interest expense                                   (72,544)         (173,878)
  Interest income                                      2,421            14,779
  Bad debt expense on notes receivable                    --           (57,332)
                                                 -----------       -----------

                                                     (70,123)         (216,431)
                                                 -----------       -----------

Net loss                                          (1,059,775)       (1,021,145)

Dividends in arrears on preferred stock              (84,775)          (74,225)
                                                 -----------       -----------

Net Loss available to common shareholders        $(1,144,550)      $(1,095,370)
                                                 ===========       ===========
Loss per share
  Basic and diluted loss per common share        $      (.11)      $      (.18)
                                                 ===========       ===========

Shares used in computing net loss per share        9,986,077         6,052,835
                                                 ===========       ===========

                 See notes to consolidated financial statements.

                                      F-5
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                       YEARS ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                Preferred Stock                       Common Stock
                               -----------------     Additional    ------------------     Additional
                               ($.001 Par Value)      Paid-in       ($.001 Par Value)      Paid-in
                                Shares    Amount      Capital      Shares      Amount      Capital        Deficit         Total
                                ------    ------      -------      ------      ------      -------        -------         -----
<S>                            <C>         <C>       <C>          <C>           <C>       <C>           <C>              <C>
Balance, July 1, 1999          130,810     $131      $658,170    5,138,192     $5,138    $19,556,402   $(20,807,608)    $(587,767)

Conversion  of 4,266 shares
Series    C     convertible
preferred  stock  valued at
$42,660  into 1,703  shares
of  the  Company's   common
stock                           (4,266)      (4)      (42,656)       1,703          2         42,658             --            --

Exercise     of     135,000
warrants     to    purchase
135,000   shares   of   the
Company's  common  stock at
$.20 per share                      --        --           --      135,000        135         26,865             --        27,000

Exercise     of     355,000
warrants     to    purchase
355,000   shares   of   the
Company's  common  stock at
$.10 per share                      --        --           --      355,000        355         35,145             --        35,500

Exercise of 30,000 warrants
to purchase  30,000  shares
of  the  Company's   common
stock at $.50 per share             --        --           --       30,000         30         14,970             --        15,000

Exercise of 32,000 warrants
to purchase  32,000  shares
of  the  Company's   common
stock at $.25 per share             --       --           --       32,000          32          7,968             --         8,000

Issuance of 166,730  shares
of  the  Company's   common
stock  to  settle  accounts
payable valued at $62,398           --       --           --      166,730         167         62,231             --        62,398

Issuance of 544,000  shares
of  the  Company's   common
stock  to  consultants  for
services valued at $341,250         --       --           --      544,000         544        340,706             --       341,250

Issuance of 375,000  shares
of the  Company's  Series D
Preferred Stock                375,000      375      337,125           --          --             --             --       337,500

Issuance of 675,000  shares
of the  Company's  Series E
Preferred Stock                675,000      675      617,325           --          --             --             --       618,000

Conversion  of 7,500 shares
Series    A     convertible
preferred  stock  valued at
$75,000 into 12,000  shares
of  the  Company's   common
stock                           (7,500)      (8)     (74,992)      12,000          12         74,988             --            --
Conversion of 23,000 shares
Series    D     convertible
preferred  stock  valued at
$20,700 into 46,000  shares
of  the  Company's   common
stock                          (23,000)     (23)     (20,677)      46,000          46         20,654             --            --
</TABLE>
                                       F-6
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                Preferred Stock                       Common Stock
                               -----------------     Additional    ------------------     Additional
                               ($.001 Par Value)      Paid-in       ($.001 Par Value)      Paid-in
                                Shares    Amount      Capital      Shares      Amount      Capital        Deficit         Total
                                ------    ------      -------      ------      ------      -------        -------         -----
<S>                             <C>         <C>       <C>          <C>           <C>       <C>           <C>              <C>
Issuance  of 40,000  shares
of  Company's  common stock
as  payment  of  a  $20,000
commission  owed  from  the
sale of Series D  Preferred
Stock  in  lieu  of a  cash
payment                            --        --           --       40,000          40         19,960             --        20,000

Conversion   of   debt   of
$570,000     and    related
interest   of   $97,387  at
$.375   pursuant   to  SB-2
registration statement             --        --           --    1,779,691       1,779        665,608             --       667,387

Conversion   of   debt   of
$150,000     and    related
interest of $13,650 at $.25
pursuant       to      SB-2
registration statement             --        --           --      654,600         655        162,995             --       163,650

Professional  fees incurred
in  connection   with  SB-2
registration statement             --        --           --           --          --        (15,698)            --       (15,698)

Adjustment  for  long  term
debt discount of which debt
was  converted  into equity
with the SB-2 registration         --        --           --           --          --       (116,622)            --      (116,622)

Adjustment   for   deferred
offering  costs  associated
with the SB-2 registration         --        --           --           --          --        (13,249)            --       (13,249)

Issuance     of     323,293
warrants  to  purchase  the
Company's  common  stock at
$.10 per  share  commencing
January 2001 in  connection
with   the    issuance   of
convertible debentures             --        --           --           --          --             --             --            --

Issuance     of     395,000
warrants  to  purchase  the
Company's  common  stock at
$.25 per  share  commencing
October 2000 in  connection
with  private  placement of
the Company's securities           --        --           --           --          --             --             --            --

Issuance    of    1,397,500
warrants  to  purchase  the
Company's  common  stock at
$.25 per  share  commencing
December    2000    through
February  2005 for employee
incentives and consultants         --        --           --           --          --             --             --            --
</TABLE>
                                      F-7
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                Preferred Stock                       Common Stock
                               -----------------     Additional    ------------------     Additional
                               ($.001 Par Value)      Paid-in       ($.001 Par Value)      Paid-in
                                Shares    Amount      Capital      Shares      Amount      Capital        Deficit         Total
                                ------    ------      -------      ------      ------      -------        -------         -----
<S>                             <C>         <C>       <C>          <C>           <C>       <C>           <C>              <C>
Issuance     of     917,500
warrants  to  purchase  the
Company's  common  stock at
$.50 per  share  commencing
October     2000    through
January 2003 in  connection
with  private  placement of
the Company's securities           --        --           --           --          --             --             --            --

Issuance of 57,000 warrants
to purchase  the  Company's
common  stock at $1.20  per
share  commencing   October
2000  in  connection   with
private           placement
commissions                        --        --           --           --          --             --             --            --

Net loss                           --        --           --           --          --             --     (1,021,145)   (1,021,145)
                            ---------    ------   ----------    ---------      ------    -----------   ------------    ----------
Balance, June 30, 2000      1,146,044    $1,146   $1,474,295    8,934,916      $8,935    $20,885,581   $(21,828,753)   $  541,204
                            =========    ======   ==========    =========      ======    ===========   ============    ==========

Balance, July 1, 2000       1,146,044    $1,146   $1,474,295    8,934,916      $8,935    $20,885,581   $(21,828,753)   $  541,204

Exercise     of     153,462
warrants     to    purchase
153,462   shares   of   the
Company's  common  stock at
$.10 per share
                                   --        --           --      153,462         153         15,193             --        15,346
Exercise of 73,750 warrants
to purchase  73,750  shares
of  the  Company's   common
stock  at  $.50  per  share
along     with      112,375
additional   shares  of the
Company's common stock  per
the  inducement to exercise
offer                              --        --           --      186,125         186         30,470             --        36,875

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

Conversion    of    184,500
shares Series D convertible
preferred  stock  valued at
$166,050    into    369,000
shares  of  the   Company's
common stock                 (184,500)     (184)    (165,867)     369,000         369        165,681             --            --
</TABLE>
                                      F-8
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000
<TABLE>
<CAPTION>
                                Preferred Stock                       Common Stock
                               -----------------     Additional    ------------------     Additional
                               ($.001 Par Value)      Paid-in       ($.001 Par Value)      Paid-in
                                Shares    Amount      Capital      Shares      Amount      Capital        Deficit         Total
                                ------    ------      -------      ------      ------      -------        -------         -----
<S>                            <C>         <C>       <C>          <C>           <C>       <C>           <C>              <C>
Conversion    of    400,000
shares Series E convertible
preferred  stock  valued at
$366,222    into    400,000
shares  of  the   Company's
common stock                  (400,000)     (400)    (365,822)     400,000      400        365,822             --            --

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

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

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

Issuance    of    1,190,000
warrants  to  purchase  the
Company's  common  stock at
$.15 per  share  commencing
October 2007 in  connection
with  the  Swartz   Private
Equity investment agreement         --        --           --           --       --             --             --            --

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

Net loss                            --        --           --           --       --             --     (1,059,775)   (1,059,775)
                              --------    ------     --------   ----------   ------    -----------   ------------    ----------
Balance, June 30, 2001         561,544      $562     $942,606   10,392,635   10,392    $21,603,561   $(22,888,528)   $ (331,407)
                              ========    ======     ========   ==========   ======    ===========   ============    ==========
</TABLE>
                                      F-9
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       YEARS ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                          2001                 2000
                                                                       -----------         -----------
<S>                                                                    <C>                 <C>
Operating activities
  Net loss                                                             $(1,059,775)        $(1,021,145)
  Adjustments to reconcile net loss to net
   cash used in operating activities
   Allowance for bad debts on notes receivable                                  --              41,663
   Consulting service paid through issuance of warrants
    and common stock                                                            --              22,500
   Depreciation and amortization of property and equipment                  51,361              42,299
   Amortization of debt discount                                            33,143             121,396
   Amortization of other assets and deferred costs                         125,192             262,858
   Interest expense paid through issuance of common stock                       --              50,400
   Changes in assets and liabilities which provided (used) cash
    Accounts receivable, trade                                             341,879            (272,425)
    Inventory                                                                   --               4,822
    Prepaid supplies and expenses                                            5,002              10,748
    Accounts payable, accrued expenses and other liabilities              (221,432)            (31,332)
                                                                       -----------         -----------
Net cash used in operating activities                                     (724,630)           (768,216)
                                                                       -----------         -----------
Investing activities
  Payment of obligations under capital lease                               (39,651)            (49,702)
  Purchase of equipment                                                     (3,585)             (1,071)
  Proceeds from payments on notes receivable                                    --                  --
                                                                       -----------         -----------
Net cash used in investing activities                                      (43,236)            (50,773)
                                                                       -----------         -----------
</TABLE>
                                      F-10
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                            2001                2000
                                                                        -----------         -----------
<S>                                                                     <C>               <C>
Financing activities
  Proceeds from exercise of warrants, net of conversion costs
   of $6,562                                                                108,160              85,500
  Sale of preferred stock net of offering costs of $74,500                       --             975,000
  Reduction in deferred consulting fee contract originally paid in
   common stock                                                                  --              30,000
  Professional fees incurred in connection with SB-2 registration
   statement                                                                     --             (15,697)
  Short term borrowings                                                     385,000                  --
                                                                        -----------         -----------
Net cash provided by financing activities                                   493,160           1,075,303
                                                                        -----------         -----------

Net increase (decrease) in cash and cash equivalents                       (274,706)            256,314
Cash and cash equivalents, beginning of year                                276,333              20,019
                                                                        -----------         -----------

Cash, end of year                                                       $     1,627         $   276,333
                                                                        ===========         ===========
Supplemental disclosure of cash flow information:
  Cash paid during the year for interest                                $    24,436         $    24,677
                                                                        ===========         ===========
  Issuance of common stock in connection
    with consulting services                                            $        --         $   341,250
                                                                        ===========         ===========
</TABLE>

Supplemental  disclosure  of non-cash  investing and  financing  activities  for
fiscal year 2001:

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

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

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

                                      F-11
<PAGE>
Supplemental  disclosure  of non-cash  investing and  financing  activities  for
fiscal year 2001: (continued)

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

Supplemental  disclosure  of non-cash  investing and  financing  activities  for
fiscal year 2000:

     The Company recorded  capital lease  obligations of $86,422 relating to the
     acquisition of equipment.

     The  Company  issued  12,000  shares  of  the  Company's  common  stock  in
     connection  with the  conversion  of Series A Convertible  Preferred  Stock
     valued at $75,000.

     The  Company  issued  40,000  shares of its  common  stock as  payment of a
     $20,000  commission owed from the sale of Series D Preferred Stock offering
     in lieu of a cash payment.

     The Company issued 1,707 shares of the Company's common stock in connection
     with the  conversion  of Series C  Convertible  Preferred  Stock  valued at
     $42,660.

     The  Company  issued  46,000  shares  of  the  Company's  common  stock  in
     connection  with the  conversion  of Series D Convertible  Preferred  Stock
     valued at $20,700.

     The Company issued 544,000 of the Company's common stock to consultants for
     services valued at $341,250.

     The Company issued 166,730 of the Company's  common stock,  in lieu of cash
     to settle $62,398 of accounts payable.

     The  Company  issued  2,434,291  shares of the  Company's  common  stock in
     connection  with the  conversion  of $720,000  in debt and related  accrued
     interest of $111,037.

                                      F-12
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED JUNE 30, 2001 AND 2000

Note 1:  Summary of Significant Accounting Policies

         DESCRIPTION  OF BUSINESS,  FINANCING  AND BASIS OF FINANCIAL  STATEMENT
         PRESENTATION

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

         The Company,  through a  wholly-owned  subsidiary of InfoPak,  Inc. 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,  2001 and 2000.  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 $22,888,941 and has
         a working  capital  deficiency  of  $542,882 as of June 30,  2001.  The
         future of the  Company  as an  operating  business  will  depend on its
         ability to (1)  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)  achieve  a level of sales  adequate  to  support  the
         Company's  cost  structure,  and (4)  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) raising  additional  long term
         financing.

         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,  2001,  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.
         Unless the  Company is able to generate  sufficient  revenue or acquire
         additional  debt or  equity  financing  to cover  present  and  ongoing
         operation  costs and  liabilities,  it may not be able to continue as a
         going concern.

                                      F-13
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000

Note 1:  Summary of Significant Accounting Policies (continued)

         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 DVI and
         its wholly-owned subsidiary, InfoPak, Inc. All significant intercompany
         balances and transactions have been eliminated in consolidation.

         EQUIPMENT, DEPRECIATION AND AMORTIZATION

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

            Equipment                               5-7 years
            Furniture and fixtures                  5 years

         PATENT RIGHTS

         Costs incurred to acquire patent rights and the related  technology 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.

         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.

                                      F-14
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000

Note 1:  Summary of Significant Accounting Policies (Continued)

         INCOME TAXES

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

         LOSS PER SHARE

         The  Company  adopted  Statement  of  Financial   Accounting  Standards
         Statement No. 128,  "Earnings Per Share" (FAS 128"), which is effective
         for fiscal years ending after  December 15, 1997.  FAS 128 replaced the
         calculation of primary and fully diluted  earnings per share with basic
         and diluted  earnings  per share.  Unlike  primary  earnings per share,
         basic  earnings per share  excludes  any  dilutive  effects of options,
         warrants and  convertible  securities.  Dilutive  earnings per share is
         very similar to the  previously  reported  fully  diluted  earnings per
         share.

         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.

                                      F-15
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000


Note 1:  Summary of Significant Accounting Policies (Continued)

         STOCK-BASED COMPENSATION

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

         RECLASSIFICATIONS

         Certain  reclassifications  have been made to the prior year  financial
         statements to conform to the classifications used in the current year.

Note 2:  Cash

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

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


Note 3:  Deferred Costs

         Deferred costs as of June 30, 2001 consist of one  consulting  contract
         totaling $54,167. This cost is accounted for in the equity section as a
         contra equity account.

         On  August  10,  1999,  the  Company  entered  into a  contract  with a
         consultant.  The fee for services for 36 months is $169,216 ($4,700 per
         month),  or upon  signing  of the  contract,  the  Company  will  issue
         $150,000 of the Company's  common stock. The market value of the common
         stock on  August  10,  1999 was $.50 per share  and  300,000  shares of
         registered  common  stock was issued  (registered  under Form S-8).  In
         accordance  with the terms of the agreement  either party may terminate
         or change the terms of this agreement with 30 days written  notice.  In
         accordance  with the terms of the agreement  either party may terminate
         or change the terms of this agreement with 30 days written notice.

                                      F-16
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000


Note 4:  Patent Rights and Other Assets

            Patent rights                                    $58,426
            Deposits                                           4,100
            Trademark                                            225
                                                             -------
                                                              62,751
            Less accumulated amortization                     35,199
                                                             -------
            Total                                            $27,522
                                                             =======

Note 5:  Accounts Payable, Accrued Expenses and Other Liabilities

            Accounts payable                                $139,609
            Accrued expense
              Salaries                                        18,766
                                                            --------

              Total                                         $158,375
                                                            ========

Note 6:  Short-Term Borrowings

         On January  12,  2001,  the Company  secured a $500,000  line of credit
         through  Merrill  Lynch  that  was  obtained  by an  investor  group of
         existing  stockholders  as  guarantors  of  the  line  of  credit.  The
         outstanding  debt as of June 30,  2001 was  $385,000.  The terms of the
         line of credit are for one year with an  interest  rate of the  3-month
         LIBOR rate,  plus 2.5% [6.23% as of June 30, 2001].  Interest  payments
         are  calculated  and due monthly,  and the principal  balance is due on
         January  13,  2002.  The  outstanding  debt may also be  assumed by the
         stockholders  at a rate of three shares of Dimensional  Visions' common
         stock for every dollar assumed.

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

         In  connection  with the guarantee by the investor  group,  the Company
         issued 39,300 restricted shares of its common stock,  valued at $7,958,
         196,500 commitment  warrants at fair market value [$.266 per share] and
         385,000 usage  warrants at 75% of fair market value (ranging from $.135
         to $.218 per  share).  The  warrants  were valued  using Black  Scholes
         option pricing model at $71,047.

         Accordingly,  the line of credit was discounted for the value allocated
         to the stock and warrants. As of June 30, 2001, the additional interest
         expense  of $33,143  was  recorded  and the  unamortized  discount  was
         $45,862.

         As of June 30,  2001 the  discounted  value of the line of  credit  was
         $339,138.

                                      F-17
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000


Note 7:  Leases

         The Company leases certain  equipment  under a master lease  agreement,
         which are  classified as capital  leases.  The equipment  leases have a
         five year term with an option to acquire  the  equipment  for $1 at the
         end of the lease term.  Leased capital assets  included in equipment as
         of June 30, 2001, was as follows:


            Equipment                                $225,334
            Less accumulated amortization              84,221
                                                     --------
                                                     $141,113
                                                     ========

         Future  minimum  payments,   by  year  and  in  the  aggregate,   under
         noncancellable  capital  leases and operating  leases with terms of one
         year or more consist of the following as of June 30, 2001:

               Years Ending                           Capital        Operating
                 June 30,                             Leases          Leases
                 --------                             ------          ------

                   2002                              $ 77,974        $ 48,822
                   2003                                47,000          50,376
                   2004                                    --          27,738
                                                     --------        --------
                                                      124,974        $126,936
                                                                     ========
            Amounts representing interest              25,319
                                                     --------

            Present value of net minimum payments      99,655
            Current portion                            59,834
                                                     --------
            Long-term portion                        $ 39,821
                                                     ========

         The Company's  rental  expense for operating  leases was  approximately
         $60,615 and $74,948 for the years ended approximately June 30, 2001 and
         2000, respectively.

Note 8:  Commitments and Contingencies

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

         The Company has not  declared  dividends  on Series A or B  Convertible
         Preferred Stock.  The cumulative  dividends in arrears through June 30,
         2001 was approximately $84,775.

                                      F-18
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000


Note 9:  Common Stock

         As of June 30, 2001,  there are  outstanding  10,871,243  of non-public
         warrants and options to purchase the  Company's  common stock at prices
         ranging  from $.10 to $2.00 with a weighted  average  price of $.22 per
         share.

         As of June 30, 2001,  there were 561,544  shares of various  classes of
         Convertible  Preferred  Stock  outstanding  which can be  converted  to
         688,818 shares of common stock (see Note 10).

         During the year ended June 30, 2001 the Company  issued  495,957 shares
         of its common stock in connection with the exercise of warrants.

         The Company  issued  during July 2000,  August  2000,  September  2000,
         October  2000 and April 2001,  369,000  shares of its common stock as a
         result of the  conversion  of  184,500  shares of Series D  Convertible
         Preferred stock.

         The Company  issued  during  August 2000,  September  2000 and November
         2000,  400,000 shares of its common stock as a result of the conversion
         of 400,000 shares of Series D Convertible Preferred stock.

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

         On January  12, 2001 the Company  issued  39,300  shares of its commons
         stock as a result of the guarantee by an investor  group on the line of
         credit (See Note 6).

         The total  number of shares of the  Company's  common  stock that would
         have been issuable upon conversion of the outstanding warrants, options
         and preferred stock equaled  11,560,061 shares as of June 30, 2001, and
         would  be  in  addition  to  the  10,392,635  shares  of  common  stock
         outstanding as of June 30, 2001.

         The Company  issued during August 1999,  September  1999,  and February
         2000, 1,707 shares of its common stock as a result of the conversion of
         4,266 shares of Series C Convertible Preferred Stock.

                                      F-19
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000


Note 9:  Common Stock (continued)

         During  February  2000,  the Company issued 12,000 shares of its common
         stock  as a  result  of the  conversion  of 7,500  shares  of  Series A
         Convertible Preferred Stock.

         During the year ended June 30, 2000,  the Company  issued 40,000 shares
         of its common  stock as payment of a $20,000  commission  owed from the
         sale of Series D Preferred Stock in lieu of a cash payment.

         During the year ended June 30, 2000,  the Company issued 544,000 shares
         of its common stock to consultants for services valued at $341,250.

         During August 1999,  the Company  issued  166,730  shares of its common
         stock in lieu of cash to settle $62,398 of accounts payable.

         During the year ended June 30, 2000,  the Company issued 552,000 shares
         of its common stock in connection with the exercise of warrants.

Note 10: Preferred Stock

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

                                             Allocated           Outstanding
                                             ---------           -----------
            Series A Preferred                 100,000               15,500
            Series B Preferred                 200,000                3,500
            Series C Preferred               1,000,000               13,404
            Series D Preferred                 375,000              167,500
            Series E Preferred               1,000,000              275,000
            Series P Preferred                 600,000               86,640
                                             ---------            ---------
            Total Preferred Stock            1,900,000              561,544
                                             =========            =========

         The  Company's  Series A  Convertible  5%  Preferred  Stock  ("Series A
         Preferred"),  100,000 shares  authorized,  is  convertible  into common
         stock at the rate of 1.6  shares of common  stock for each share of the
         Series A  Preferred.  Dividends  from date of issue,  are payable  from
         retained earnings,  and have been accumulated on June 30 each year, but
         have not been declared or paid (see Note 8).

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

                                      F-20
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000


Note 10: Preferred Stock (Continued)

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

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

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

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

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

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

Note 13: Stock Option Plan and Equity Incentive Plan

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

         As of June 30, 2001,  no stock  options  have been  granted  under this
         plan.

                                      F-21
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000


Note 13: Stock Option Plan and Equity Incentive Plan (continued)

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

         Restricted  stock awards entitle the recipient to acquire shares for no
         cash consideration or for consideration  determined by the Compensation
         Committee.  The award may be subject to  restrictions,  conditions  and
         forfeiture  as  the  Committee  may  determine.  Deferred  stock  award
         entitles recipient to receive shares in the future.  Since inception of
         this plan in 1996  through June 30,  2000,  5,102,978  shares of common
         stock  have been  issued.  For the year ended  June 30,  2000,  544,000
         shares of common stock have been issued at prices  ranging from $.37 to
         $.625 per share. In addition,  as of June 30, 2001, no options or SAR's
         have been granted.

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

                                                       2001             2000
                                                       ----             ----
         Net Loss available to common shareholders  $(1,144,550)    $(1,095,370)
         Net Loss - pro forma                       $(1,852,969)    $(1,261,573)
         Net Loss per share - as reported           $      (.11)    $      (.18)
         Net Loss per share - pro forma             $      (.19)    $      (.21)

         The  weighted-average  fair  value  at the date of  grant  for  options
         granted  in 2001 and 2000 was  $.13 and  $.25,  respectively.  The fair
         value of each option  grant is estimated on the date of grant using the
         Black-Scholes  Option Pricing  Model.  The following  weighted  average
         assumptions were used: no dividends; expected volatility factor of 133%
         for 2001 and 140% for 2000;  risk-free  interest of 5%; and an expected
         life of five years. The compensation expense and pro forma net loss may
         not be indicative of amounts to be included in future periods.

                                      F-22
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000


Note 14: Income Taxes

         The tax effects of  significant  items  comprising  the  Company's  net
         deferred taxes as of June 30, 2001 were as follows:

            Deferred tax assets:
              Goodwill                                        $   256,000
              Net operating loss carryforwards                  7,171,000
                                                              -----------
                                                                7,427,000
                                                              -----------
            Deferred tax liabilities
              Equipment                                            52,000
              Patent rights                                         3,000
                                                              -----------
                                                                   55,000
                                                              -----------

            Net deferred tax asset                              7,372,000
            Valuation allowance                                (7,372,000)
                                                              -----------

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

         The change in valuation  allowance for the year ended June 30, 2001 was
         increased by approximately $539,000.

         There was no  provision  for current  income  taxes for the years ended
         June 30, 2001 and 2000.

         The  federal  net  operating  loss   carryforwards   of   approximately
         $19,769,000  expires in various  years  through  2021.  In addition the
         Company has state carryforwards of approximately $4,998,000.

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

Note 15: Segment of Business Reporting

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

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

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

         There are no intersegment or foreign sales.  Four customers account for
         approximately  70% of the lithographic  sales and one customer accounts
         for  approximately  100% of the hardware and software  information  and
         playback systems.

                                      F-23
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       YEARS ENDED JUNE 30, 2001 AND 2000


         Financial information by business segments is as follows:

                                                         Hardware
                                                           and
                                         Lithographic    Software   Consolidated
                                         ------------    --------   ------------
         Net customer sales                $ 231,200     $  3,147    $ 234,347
         Interest income                       2,421           --        2,421
         Interest expense                     72,544           --       72,544
         Operating profit/loss              (990,257)         605     (989,652)
         Segment assets                      210,926          668      211,594
         Depreciation and amortization       151,979      207,885      359,864

Note 16: Subsequent Events

         On July 10, 2001, an SB-2 Registration Statement was declared effective
         and accordingly,  the Swartz investment agreement commenced for a three
         year period ending on July 10, 2004.

         During the period of September 28, 2001 through  October 19, 2001,  the
         Company received $150,000 in advances on a 12% secured note that is due
         on October 2, 2004. The note requires no principal or interest payments
         until the  maturity  date of the note.  The assets of the  Company  are
         pledged as collateral for the loan.

         The Company also  received  $45,000 in advances  from two  stockholders
         with interest ranging from 12% to 14%.

                                      F-24