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Dicom Imaging Systems, Inc.

Filing Type: 10KSB/A-2
Description: Annual Report
Filing Date: March 8, 2001
Period End: December 31, 1999

Primary Exchange: Over the Counter Includes OTC and OTCBB
Ticker: DCIM




                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                  FORM 10-KSB/A-2

                       AMENDMENT NO. 2 TO THE

   [X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act
                        of 1934 For the Fiscal Year Ended

                                December 31, 1999

   [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                        Commission File Number: 000-26369

                          Dicom Imaging Systems, Inc.
                 (Name of small business issuer in its charter)

        Nevada                                               88-0422026
(State or other jurisdiction of                           (I.R.S.employer
incorporation or organization)                          Identification No.)


                             #1010 - 435 Martin Street
                             Blaine, WA 98230

                   (Address of principal executive offices,)


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                                 (604) 531-2521

                        (Registrant's Telephone Number,)

                                 (604) 535-7320

                        (Registrant's Facsimile Number,)

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

                              Name of each exchange
                    Title of each class on which registered

                                    None N/A

          Securities registered pursuant to Section 12(g) of the Act:
                       Common Stock, no par value $0.001

                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period 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-B is not contained herein, and will not be contained, 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. [ ]

Aggregate market value of voting stock held by non-affiliates of the registrant
as of December 31, 1999 was $ 25,194,600 (based upon the closing sale price of
$6.00 per share on such date). Number of shares of Common Stock outstanding as
of December 31, 1999: 7.2 Million shares.


ITEM 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.


DR. DAVID GANE PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

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Dr. Gane has been an officer and director of Dicom since March 17, 1999.
Dr. Gane was the President and Co-Founder of Source Dental Image Inc. from March
of 1992 until January of 1995, a company specializing in the development and
sales of Dental Imaging Software, Co-Founder of Image FX Software Solutions Inc.
from February of 1995 until February of 1999, a company specializing in the
development and sales of Imaging Solutions to Dentists and Physicians and is
currently Program Director, Imaging Technologies for Experdent Centers of Dental
Excellence. Dr. Gane has consulted for a number of Corporations and Universities
on matters related to dental imaging.  He has also lectured worldwide and
published on the topic of dental imaging and cosmetic dentistry.  Dr. Gane has
practiced dentistry since June of 1981 and maintains an exclusive part time
dental practice limited to advanced restorative dentistry.

WAYNE REES, VICE-PRESIDENT, DIRECTOR

CORPORATE:

Wayne Rees

Wayne Rees has been an officer and director of Dicom since March 17, 1999. His
employment experience includes: Consultant Image FX Software Solutions Inc Feb
1995 - 1999 Vice President and Director of Dicom Imaging Systems Inc. March 1999
- present.

Wayne co-founded Image FX Software Solutions and co-designed the Image FX /
CosmetiX imaging systems for dentistry, and the MedX / Simulator System for
Medical use. Sales training courses provided by suppliers such as Micom, Xerox,
AES, MAI, IBM, DEC and Honeywell round out Wayne's experience in technical
sales, and support services.

TODD REES VICE-PRESIDENT AND DIRECTOR

CORPORATE:

Todd Rees

Todd Rees has been an officer and director of Dicom since March 17, 1999.
Todd's employment experience includes:
President Image FX Software Solutions Inc. March 1995- March 1999
Vice-President and Director, Dicom Imaging Systems, Inc. March 1999 to present

Todd was President and co-founder of ImageFX Software Solutions where he
co-managed an International software development company with products in the
Medical and Dental fields.

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STEPHEN WINTER VICE-PRESIDENT, TREASURER, SECRETARY AND DIRECTOR

Stephen Winter has been an officer and director of Dicom since March 17, 1999.
Stephen Winter is presently the Vice President of Photo Type Composing Ltd.
located in Victoria, BC Canada, where he has held various positions since
January of 1984. He is responsible for the design, development, and promotion of
seven publications specializing in Recreational Atlases

Family Relationships

Todd Rees and Wayne Rees are brothers.

Stock Holdings for Directors, Officers and Control Persons

(all numbers of shares are reported before the three for one stock split that
occurred on December 22, 1999)

David Gane 100 Shares 333,333 option shares*
Wayne Rees 100 Shares 333,333 option shares*
Todd Rees 100 Shares 333,333 option shares*
Stephen Winter 250,000 option shares*
Torchmark Holdings Ltd. 950,000 shares

* Fully vested, unexercised options to purchase common shares at $1.00 per
share.

Involvement in Legal Proceedings.

None.

Section 16(a) Beneficial Ownership Reporting Compliance

On August 14, 1999, the Company's common shares became registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of which
time the Company's officers, directors and any 10% shareholders became subject
to the reporting requirements of Section 16(a) of that statute.

Prior to February 27, 2001, the Company had never received any Section 16(a)
reports from any person subject to its requirements, other than one form 4
received on December 14, 2000 from Mr. Reza Bazargan, the Company's former Chief
Technology Officer. According to the Form 3's filed on March 8, 2001 pursuant to
Section 16(a) by the Company's officers and directors, and to the Company's
knowledge, the following facts appear:

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David Gane (Director and Chief Executive Officer). Dr. Gane engaged in one
purchase transaction in prior fiscal years that was not reported on a timely
basis. To date, he has tendered one (1) late Form 3 on March 2, 2001.

Wayne E. Rees (Director and Vice President Sales). Mr. Wayne Rees engaged in one
purchase transaction in prior fiscal years that was not reported on a timely
basis. To date, he has tendered one (1) late Form 3 on February 28, 2001.

Todd Rees (Director and Vice President Customer Support). Mr. Todd Rees engaged
in one purchase transaction in prior fiscal years that was not reported on a
timely basis. To date, he has tendered one (1) late Form 3 on March 7, 2001.

Tony Gallegos (Director). Dr. Gallegos, to date, has tendered one (1) late Form
3 on February 27, 2001.

Stephen Winter (Director). Mr. Winter, to date, has tendered one (1) late Form 3
on March 6, 2001.

Donald L. Williams (President and Chief Operating Officer). Mr. Williams has
engaged in no purchase or sale transactions. To date, he has tendered one (1)
late Form 3 on March 1, 2001.

Paul Fernandez (Chief Financial Officer). Mr. Fernandez has engaged in no
purchase or sale transactions. To date, he has tendered one (1) late Form 3 on
February 27, 2001.

Richard P. Bergin (Vice President Marketing). Mr. Bergin has engaged in no
purchase or sale transactions. To date, he has tendered one (1) late Form 3 on
March 2, 2001.

Reza Bazargan (Former Chief Technology Officer). Mr. Bazargan engaged in one
purchase transaction that was reported on a timely basis on a Form 4. Other than
this one Form 4, Mr. Bazargan has not tendered to the Company any other forms as
required by Section 16(a).

Torchmark Holdings Ltd (Affiliate). Torchmark Holdings Ltd has not tendered to
the Company any forms as required by Section 16(a).

Under Section 16(b) of the Exchange Act, a corporation (such as the Company)
with a class of equity securities registered under that Act may require payment
to it of any "profit" resulting from any sale and purchase, or purchase and
sale, of such securities during a six month period by any officer, director or
10% shareholder. Liability is strict, without reference to any wrongful intent
or knowledge, and "profit" is calculated by matching of transactions so as to
result in the highest theoretical "profit," even if the transactions were not
sequential and an economic loss in fact resulted. In the event the corporation
fails to seek the return of such "short swing profits" any shareholder may sue
on behalf of the corporation to recover any amounts owing.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

DICOM IMAGING SYSTEMS, INC.

(Registrant)

DATE: MARCH 8, 2001

BY: /S/ DAVID GANE

David Gane