<PAGE>
 

                   U. S. SECURITIES AND EXCHANGE COMMISSION
                           Washington,  D.C.  20549

                                  FORM 10-QSB



Mark One

  [X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended March 31, 1998

                                      OR

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


                       Commission File Number:   1-13160



                                 DYCAM,  INC.
       (Exact name of small business issuer as specified in its charter)




          Delaware                                          95-4202424
(State or other jurisdiction                            (I.R.S. Employer
        or organization)                             Identification Number)



                                9414 Eton Ave.
                        Chatsworth, California   91311
                   (Address of principal executive offices)


                                (818)  998-8008
               (Issuer's telephone number,  including area code)


                                    (NONE)
    (Former name,  address and fiscal year,  if changed since last report)


    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 preceeding 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
                      -----                                   -----


   State the number of shares outstanding of each of the issuer's classes of
               common equity as of the latest practicable date.

    Common Stock,   $.01 Par Value,  3,120,836 shares as of March 31, 1998

           Transitional Small Business Disclosure Format (Check one)

                  YES                                      NO   X
                      -----                                   -----

<PAGE>
 
PART I.   FINANCIAL INFORMATION

Item 1.    Financial Statements



                                  DYCAM INC.

                                BALANCE SHEETS

                     MARCH 31, 1998 AND DECEMBER 31, 1997
<TABLE>
<CAPTION>

                                                    ASSETS
                                                    ------

                                                                      March 31, 1998      December 31, 1997
<S>                                                                   <C>                 <C> 
Current assets:
      Cash and cash equivalents                                            $   447,000         $   249,000
      Accounts receivable, net                                                 236,000             384,000
      Inventory                                                                 53,000              72,000
      Prepaid expenses and other current assets                                      0                   0
                                                                           -----------         -----------
           Total current assets                                                736,000             705,000

Property and equipment, net                                                    193,000             234,000

Deposits                                                                        18,000              18,000
                                                                           -----------         -----------


  Total assets                                                             $   947,000         $   957,000
                                                                           ===========         ===========


                                    LIABILITIES AND STOCKHOLDERS'  EQUITY
                                    -------------------------------------

Current liabilities:
      Accounts payable                                                     $   159,000         $   130,000
      Accrued payroll and related expenses                                     100,000              78,000
      Accrued expenses                                                          89,000              43,000
                                                                           -----------         -----------  
           Total current liabilities                                           348,000             251,000
                                                                           -----------         -----------  

Commitments

Stockholders' equity
      Common stock (par value $.01)                                             31,000              31,000
      Additional paid in capital                                            10,710,000          10,710,000
      Accumulated deficit                                                   (9,942,000)         (9,835,000)
      Note Receivable from Styles                                             (200,000)           (200,000)
                                                                           -----------         -----------  
           Total shareholders' equity                                          599,000             706,000
                                                                           -----------         -----------
                Total liabilities and shareholders' equity                 $   947,000         $   957,000
                                                                           ===========         ===========
</TABLE>

                                       2
<PAGE>
 
                                  DYCAM INC.

                           STATEMENTS OF OPERATIONS

              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997



<TABLE>
<CAPTION>
                                                                                 Three Months Ended

                                                                      March 31, 1998             March 31, 1997
<S>                                                                   <C>                        <C> 
Revenues
   Camera Sales                                                         $  613,000                 $  355,000
   Contract engineering fees                                            $  141,000                 $   28,000
   License fees                                                         $   25,000
                                                                        ----------                 ----------
                                                                        $  779,000                 $  383,000
                                                                        ----------                 ----------
Cost of revenues
   Camera Sales                                                            432,000                    268,000
   Contract engineering fees                                                82,000                     18,000
   License fees
                                                                        ----------                 ----------
                                                                           514,000                    286,000
                                                                        ----------                 ----------
Gross profit                                                               265,000                     97,000
                                                                        ----------                 ----------
Operating expenses:
   Selling,  general & administrative expenses                             268,000                    344,000
   Research and Development                                                 64,000                    123,000
   Depreciation and amortization                                            42,000                    121,000
                                                                        ----------                 ----------
                                                                           374,000                    588,000
Income before
   Non - operating income and taxes                                       (109,000)                  (491,000)

Non - operating income                                                       2,000                     30,000
                                                                        ----------                 ----------
Income (loss) before taxes                                                (107,000)                  (461,000)

Provision for income taxes                                                       0                          0
                                                                        ----------                 ----------

   Net income (loss)                                                    $ (107,000)                $ (461,000)
                                                                        ==========                 ==========


Net income (loss) per share:                                            $    (0.03)                $    (0.15)


Weighted average shares of common
stock outstanding                                                        3,120,836                  3,120,836
</TABLE>

                                       3
<PAGE>
 
                                  DYCAM INC.

                       STATEMENT OF STOCKHOLDERS' EQUITY

         FOR THE YEAR ENDED 1997 AND THREE MONTHS ENDED MARCH 31, 1998


<TABLE>
<CAPTION> 
                                         Common Stock                                 Note Receivable   Accumulated  Stockholders
                                         No. of shares  Par value  Addtl. pd in Cap.    from Styles       Deficit       Equity
                                         -------------  ---------  -----------------  ---------------  ------------  ------------
<S>                                      <C>            <C>        <C>                <C>              <C>           <C> 
Balance, December 31, 1997                   3,120,836     31,000         10,710,000         (200,000)   (9,835,000)      706,000

Net loss for first three months                                                                            (107,000)     (107,000)
                                         -------------  ---------  -----------------  ---------------  ------------  ------------
Balance at March 31, 1998                    3,120,836  $  31,000  $      10,710,000  $      (200,000) $ (9,942,000) $    599,000
                                         =============  =========  =================  ===============  ============  ============
</TABLE>

                                       4
<PAGE>

                                  DYCAM INC.

                            STATEMENT OF CASH FLOWS

              FOR THE THREE MONTHS ENDED MARCH 31, 1998 and 1997

<TABLE>
<CAPTION> 
                                                                                        MARCH 31, 1998             MARCH 31, 1997
<S>                                                                                     <C>                        <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:

        Net Income                                                                         $(107,000)                 $(461,000)
                                                                                           ---------                  ---------

        Adjustments to reconcile Net Income (loss)
        to Net Cash provided by (used in) operating activites:
            Depreciation                                                                      42,000                     51,000
            Amortization of goodwill                                                               0                     69,000
            Allowance for doubtful accounts
            Changes in assets and liabilities:
               (Increase) / decrease in accounts receivable                                  148,000                      7,000
               (Increase) / decrease in royalty receivable                                         0                          0
               (Increase) / decrease in inventories                                           19,000                     55,000
               (Increase) / decrease in prepaid expenses                                           0                          0
               (Increase) / decrease in other current assets                                       0                     21,000
               Increase / (decrease)  in accounts payable                                     29,000                    106,000
               Increase / (decrease)  in accounts payable-intercompany                             0                          0
               Increase / (decrease)  in accrued expenses                                     46,000                          0
               Increase / (decrease)  in accrued payroll and related expenses                 22,000                      4,000
               Increase / (decrease)  in deferred revenue                                          0                          0
               Increase / (decrease)  in income taxes payable                                      0                          0
                                                                                           ---------                  ---------
                         Total adjustments                                                   264,000                    193,000
                                                                                           ---------                  ---------
        Net cash provided by (used in) operating activites                                   199,000                   (148,000)
                                                                                           ---------                  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

        (Increase) / decrease in property and equipment                                       (1,000)                   (19,000)
        (Increase) / decrease in Note receivable from SOV                                          0                          0
        (Increase) / decrease in deposits                                                          0                      1,000
                                                                                           ---------                  ---------
        Net cash used in investing activites                                                  (1,000)                   (18,000)

CASH FLOWS FROM FINANCING ACTIVITIES:

        Offering Expenses                                                                          0                          0
        Issuance of common stock                                                                   0                          0
                                                                                           ---------                  ---------
        Net cash provided by financing activities                                                  0                          0

NET INCREASE / (DECREASE)  IN CASH                                                           198,000                   (166,000)

CASH,  BEGINNING BALANCE                                                                     249,000                    590,000
                                                                                           ---------                  ---------
CASH,  ENDING BALANCE                                                                      $ 447,000                  $ 424,000
                                                                                           =========                  =========
</TABLE>

                                       5
<PAGE>
 
                                  DYCAM INC.
 
                         NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

General

Dycam Inc. (the "Company"), a Delaware corporation, was incorporated in June
1988.  The Company maintains its operating facilities in Chatsworth, California.
The Company has historically designed and developed digital cameras and
associated hardware and software products primarily for use with personal
computers.  During the year ended December 31, 1997, however, the Company
changed its business strategy and focused its product business primarily on
reselling of digital cameras and associated service and maintenance contract
agreements, and focused its technology business on the sales of engineering
services and licensing agreements.  The Company is owned 61% by Styles on Video,
Inc., a publicly-traded Delaware corporation ("Styles").  During the year ended
December 31, 1997, Styles declared Chapter 11 bankruptcy.

The accompanying unaudited interim financial statements of Dycam Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB.  Certain notes and other information have been condensed or omitted from
the interim financial statements presented in this report.  Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the opinion of
management, the financial statements reflect all adjustments considered
necessary for a fair presentation and all such adjustments are of a normal and
recurring nature.  The results of operations for the three months ended March
31, 1998 are not necessarily indicative of the results to be expected for the
full year.  For further information refer to the financial statements and
footnotes thereto included in the Company's annual report on form 10-KSB for the
year ended December 31, 1997 as filed with the U.S. Securities and Exchange
Commission.

Basis of Presentation

Since 1994, the Company has suffered substantial recurring losses from
operations and has an accumulated deficit as of March 31, 1998.  These matters
raise substantial doubt about the Company's ability to continue as a going
concern.  The Company's continuation as a going concern is dependent on its
ability to generate sufficient cash flow to meet its obligations on a timely
basis, to obtain additional financing as may be required, and ultimately to
attain profitable operations.  The Company's operating plan for calendar year
1998 includes increased sales, higher margins on certain segments of the custom
products and licensing business, reduced expenses as a percentage of revenues,
and improved cash flows sufficient to cover the Company's financing needs.
There can be no assurance that the Company will be successful in these regards.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

Property and Equipment

Included in property and equipment is camera equipment held under lease to Hasco
International ("Hasco") in the amount of $147,000.  Equipment under operating
leases is recorded at cost, net of accumulated depreciation.  Such camera
equipment is being depreciated over four years.

Goodwill

Goodwill, which represents the excess of purchase price over fair value of net
assets acquired, is amortized on a straight-line basis over the expected periods
to be benefited. The Company assesses the recoverability of this intangible
asset by determining whether the amortization of the goodwill balance over its
remaining life could be recovered through projected undiscounted future cash
flows. The amount of goodwill impairment, if any, is measured based on fair
value (projected discounted future cash flows) and is charged to operations in
the period in which goodwill impairment is determined by management.  Goodwill
was being amortized on a straight-line basis over the expected 20 year life.

                                       6
<PAGE>
 
                                  DYCAM INC.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

During each of the years ended December 31, 1997 and 1996, the Company recorded
$278,000 of amortization expense.   During the fourth quarter of 1997,
management of the Company determined that the goodwill was impaired in its
entirety because of the Company's change in business strategy and focus (see
"General" above) and therefore, wrote the goodwill (carrying value of
$4,471,000) down to zero.  Goodwill amortization of $0 and $69,000 was recorded
for the three months ended March 31, 1998 and 1997, respectively.

Revenue Recognition

Revenue from camera sales is recognized upon shipment of products.  Contract
engineering fees are recognized when the service is performed.  License fee
revenue is recognized when earned.  Revenue from camera equipment leased to
Hasco is included in camera sales and is being recognized when earned.

Loss Per Common Share

In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards  No. 128 ("SFAS No.128"), "Earnings
Per Share" ("EPS").  SFAS No. 128 requires dual presentation of basic EPS and
diluted EPS on the face of all income statements issued after December 15, 1997
for all entities with complex capital structures.  Basic EPS is computed as net
income divided by the weighted average number of common shares outstanding for
the period.  Diluted EPS reflects the potential dilution that could occur from
common shares issuable through stock options, warrants and other convertible
securities.  There was no effect on EPS upon the adoption of the provisions of
SFAS No. 128 for all years presented.  Loss per common share has been computed
on the weighted average number of common and equivalent shares outstanding.
Basic and diluted net loss per share are approximately the same.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles ("GAAP") 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 date of the financial
statements and the reported amounts of revenues and expenses during the reported
period.  Actual results could materially differ from those estimates.

NOTE 2 - CONCENTRATIONS
-----------------------

Major Customers/Vendors

Two customers accounted for 18% and 12% respectively,  of camera sales for the
three months ended March 31, 1998.  No customer accounted for more than 10% of
camera sales for the three month period ended March 31, 1997.

One customer accounted for $68,000 of contract engineering fees (48% of contract
engineering fees) and a different customer accounted for $55,000 of contract
engineering fees (39% of contract engineering fees) for the three months ended
March 31, 1998.  Three customers accounted for all of the $28,000 of contract
engineering revenues recognized in the three months ended March 31, 1997.

Dycam purchased materials from one vendor for $124,000 and from a different
vendor for $73,000, which represented 28% and 30% of all materials purchased
during the three months ended March 31, 1998 and 1997, respectively.
Substantially all of such purchases are related to standard digital camera
products.

                                       7
<PAGE>
 
                                  DYCAM INC.

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE 2 - CONCENTRATIONS, continued
----------------------------------

Concentration of Credit Risk

Financial investments which potentially expose the Company to a concentration of
credit risk as defined by Statement of Financial Accounting Standards No. 105,
consist primarily of cash and accounts receivable.  The Company places its cash
with high credit quality institutions but at times has amounts in one
institution in excess of the federally insured limit of $100,000.  Concentration
of credit risk with respect to trade receivables is limited due to the diversity
of the Company's customer base.  Generally, the Company does not require
collateral or other security to support customer receivables.  Management
consistently monitors the financial condition of its customers to reduce the
risk of loss.

NOTE 3 - TRANSACTIONS WITH STYLES
---------------------------------

Note Receivable from Styles on Video Inc.

On December 14, 1994, the Company loaned to Styles $500,000.  On January 25,
1995, the Company loaned an additional $500,000 to Styles.  The two notes were
memorialized into an amended and restated promissory note dated January 25, 1995
for the full $1,000,000, bearing interest at 2% above a bank's prime rate,
interest payable monthly with the entire principal balance plus any accrued
interest thereon due and payable on September 1, 1995.  The Company subsequently
amended the note thereby extending the maturity date to December 31, 1998 and
changing the interest rate to a flat 10%.  The note is secured by a pledge of
1,916,667 shares of the common stock of the Company owned by Styles.  During the
fourth quarter of 1997, the Company determined that the note receivable from
Styles was impaired and, therefore, recorded a loss in the amount of $800,000.
The remaining balance of $200,000 reflects the Company's estimate of the fair
market value of the collateral (the pledged shares of the Company).  The note
receivable is shown as an offset to stockholders' equity in the accompanying
statements of stockholders' equity.

The settlement of Styles' outstanding indebtedness to the Company has been
delayed pending the outcome of Styles' Chapter 11 bankruptcy proceedings.
Styles currently holds 61% of the Company's common stock, all of which is
pledged as collateral for the note underlying the indebtedness.  Until such time
as the indebtedness is satisfied, voting rights for the pledged stock remains
with the Company.

Revenues

Included in the accompanying March 31, 1998 and 1997 statements of operations
under camera sales is $71,000 and $73,000, respectively, of revenues related to
camera equipment formerly leased to a subsidiary of Styles and currently leased
to Hasco.

NOTE 4 - PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment at March 31, 1998 consists of the following:

<TABLE>
 
         <S>                                  <C>
         Machinery and equipment              $  292,000
         Camera equipment                        367,000
         Office equipment                        110,000
                                              ----------
                                                 769,000

         Less:  accumulated depreciation        (576,000)
                                               ---------

                                              $  193,000
                                              ==========
</TABLE>
 

                                       8
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS

General


   Dycam Inc. (the "Company"), a Delaware corporation, was incorporated in June
1988.  The Company maintains its operating facilities in Chatsworth, California.
The Company has historically designed and developed digital cameras and
associated hardware and software products primarily for use with personal
computers.  During the year ended December 31, 1997, however, the Company
changed its business strategy and focused its product business primarily on
reselling of digital cameras and associated service and maintenance contract
agreements, and focused its technology business on the sales of engineering
services and licensing agreements.  Substantially all of the Company's revenues
are derived from sales of digital cameras and supporting software and accessory
products, technology licensing fees, and contract engineering work.

     In the fourth quarter of 1997, Styles on Video ("Styles") filed for
protection under Chapter 11 of the U.S. Bankruptcy Court.  Styles owns 61% of
Dycam's outstanding shares of common stock.  Styles is in default on
indebtedness owed to Dycam in the amount of approximately $1,100,000.  The
indebtedness is collateralized by the shares of Dycam common stock owned by
Styles.  Dycam has the right to exercise all voting rights with respect to such
shares as a result of the default.  Dycam has entered into an agreement in
principle to recover 78% of the shares held by Styles in exchange for the
indebtedness owed to Dycam.  Certain executive officers of Dycam have agreed to
purchase the balance of the Dycam shares.  These agreements however, are subject
to bankruptcy court approval.  The indebtedness owed by Styles had previously
been reflected as an offset to stockholders equity.  During the fourth quarter
of 1997, Dycam determined that the Note receivable from Styles was impaired due
to decline in value of the common stock underlying the Note, and a loss of
$800,000 was recorded.

     Certain statements made in this Form 10-QSB which are not historic facts
constitute forward looking statements within the meaning of the Securities
Reform Act of 1995.  Such forward looking statements involve risks and
uncertainties and, in some cases, are based upon various factors beyond Dycam's
control.  These risks and uncertainties include, among other things, the outcome
of Styles on Video's bankruptcy proceedings and its related ability to satisfy
its outstanding indebtedness owed to Dycam, the market reception for digital
cameras in general and Dycam's products specifically, the impact of competition
from other companies in the digital camera industry, developments which may
render Dycam's products and services obsolete or less attractive, Dycam's
ability to finance growth from its working capital, and its ability to obtain
third party financing if its working capital is not sufficient to meet its
needs.

     The Company believes that its existing cash balances and cash flow from
operations will be sufficient to meet its cash requirements through December
1998, after which time it may be required to raise additional capital.  In
addition, to the extent Dycam experiences growth in the future, or its cash flow
from operations is less than anticipated, Dycam may be required to obtain
additional sources of cash.  The ability of the Company to raise additional
funds and ultimately achieve positive operating cash flow is uncertain and,
therefore, this raises doubt about the Company's ability to continue as a going
concern. The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern and do not include
any adjustments that might result from the outcome of this uncertainty.

Results of Operations

     Three months ended March 31, 1998 compared to the three months ended
     --------------------------------------------------------------------
March 31, 1997
--------------

     Total revenues for the three months ended March 31, 1998 were $779,000.
Total revenues increased $396,000 (103%) from revenues of $383,000 for the three
months ended March 31, 1997.  Revenues from camera sales were $613,000 (79% of
total revenue) in the three months ended March 31, 1998 as compared to $355,000
in 1997 (93% of total revenue).  Revenues from contract engineering were
$141,000 (18% of revenue) in the period as compared to $28,000 (7% of revenue)
in the same period of 1997.  $25,000 (3% of revenues) of license fee revenues
were recognized in the period ended March 31, 1998.  No license fee revenues in
the period ended March 31, 1997 were recognized.

     Dycam intends to continue to pursue its standard product strategy by
facilitating the use of general purpose digital cameras, and selling a range of
Dycam branded and third party digital cameras products, software, accessories,

                                       9
<PAGE>
 
complementary products such as photo printers and film scanners, and support
services to selected targeted markets.  Dycam will also continue to increase its
efforts to license its technology to others, sell contract engineering services,
and to exploit opportunities to design products that combine custom built
digital cameras with specialized software, hardware or packaging in order to
satisfy an identified business opportunity.

     During 1997, Dycam devoted a substantial portion of its resources to
pursuing custom and contract engineering business with the goal of generating
future sales and licensing business.  One example of this strategy is Dycam's
former relationship with Forever Yours and continuing relationship with Hasco
International which purchased substantially all of the assets of Forever Yours.
The core element of the Forever Yours camera system is a specialized digital
camera subsystem engineered and produced by Dycam under an exclusive contract
with Forever Yours.  In addition to the sale of cameras to Forever Yours,
Dycam's arrangement with Forever Yours provided that, in exchange for certain
development and maintenance services, Dycam would receive a 7.5% royalty on all
Forever Yours sales.  Subsequent to the sale of Forever Yours to Hasco
International, such fees have been fixed at $25,000 per quarter for 12 quarters,
after which time Dycam's service obligations expire and no further license fees
will be paid by Hasco.  However, Dycam believes arrangements such as its Forever
Yours agreement and the ongoing agreement with Hasco International may lead to
additional contract engineering revenues and custom camera sales opportunities.


     Gross profits are comprised of revenues less direct costs of products and
services.  Gross profits as a percentage of revenues for the three months ended
March 31, 1998 increased to 34%, compared to 25% in the three months ended March
31, 1997, primarily as a result of higher gross margins on camera sales, and
increased sales of services.  Gross margins may return to lower levels if the
Company's custom products business does not contribute a significant portion to
the Company's revenues or if increased service revenues are not realized.

     Selling, general and administrative expenses consist of administrative
expenses at the Company headquarters, the salaries of corporate officers and
sales personnel, advertising and promotion, accounting, legal and other
professional expenses, rent and occupancy costs.  Selling, general and
administrative expenses decreased $76,000 for the three months ended March 31,
1998 to $268,000 (34% of revenues) from $344,000 (90% of revenues) for the same
period in 1997.  The decrease resulted primarily from reductions in personnel,
decreased Sales and Marketing expenses, and decreased insurance expenses.

     Product development and research expenses decreased $59,000 to $64,000 (8%
of revenues) in the three months ended March 31, 1998 compared to $123,000 (32%
of revenues) in 1997, primarily due to allocating personnel to support the
increased contract engineering revenues.  The Company believes that continuing
research and development is essential to maintaining its competitive position,
and expects to continue to expend funds in this area.

     Inventories decreased by $19,000 to $53,000 at March 31, 1998 when compared
to December 31, 1997.

     The net loss per common share was ($0.03) for the three months ended March
31, 1998 compared to net loss per common share of ($0.15) for the three months
ended March 31, 1997.

Liquidity and Capital Resources

     At March 31, 1998, Dycam had cash and short-term investments on hand of
$447,000, an increase of $198,000 from $249,000 at December 31, 1997.

     Accounts receivable, net of allowance for doubtful accounts, decreased
$148,000 during the three months ended March 31, 1998.

     Current liabilities during the three months ended March 31, 1998 increased
by $97,000 to $348,000, primarily as a result of increases in accounts payable
of $29,000 and accrued expenses of $48,000.

     Dycam's working capital at March 31, 1998 was $388,000 a decrease of
$66,000 when compared to $454,000 at December 31, 1997.  Working capital
decrease was primarily the result of net losses of $107,000.  The current ratio
at March 31, 1998 was 2.1 to 1 compared to 2.8 to 1 at December 31, 1997.


     Dycam does not have any long term indebtedness and does not currently
maintain any credit facilities.

                                       10
<PAGE>
 
   On December 14, 1994, Dycam loaned to Styles $500,000.  On January 25, 1995,
Dycam loaned an additional $500,000 to Styles.  Styles signed an amended and
restated promissory note (the "Note") dated January 25, 1995 for the full
$1,000,000 note, bearing interest at 2% above a bank's prime rate, interest
payable monthly, with a maturity date of September 1, 1995.  Dycam subsequently
extended the maturity date of the Note to December 31, 1998, and fixed the
interest rate at 10%.  The interest is payable monthly.  The Note is secured by
a pledge of 1,916,667 shares of the common stock of Dycam owned by Styles.
Interest income of $17,000 and $100,000 respectively is included in the
accompanying 1997 and 1996 statements of operations related to the Styles loan.

   In the fourth quarter of 1997, Styles on Video ("Styles") filed for
protection under Chapter 11 of the U.S. Bankruptcy Court.  Styles owns 61% of
Dycam's outstanding shares of common stock.  Styles is in default on
indebtedness owed to Dycam in the amount of approximately $1,100,000.  The
indebtedness is collateralized by the shares of Dycam common stock owned by
Styles.  Dycam has the right to exercise all voting rights with respect to such
shares as a result of the default.  Dycam has entered into an agreement in
principle to recover 78% of the shares held by Styles in exchange for the
indebtedness owed to Dycam.  Certain executive officers of Dycam have agreed to
purchase the balance of the Dycam shares for $30,000.  These agreements however,
are subject to bankruptcy court approval.  The indebtedness owed by Styles had
previously been reflected as an offset to stockholders equity.  During the
fourth quarter of 1997, Dycam determined that the Note receivable from Styles
was impaired due to decline in value of the common stock underlying the Note,
and a loss of $800,000 was recorded.

     Dycam anticipates that its operating and research and development
activities in fiscal 1998 will continue to use cash and expects that its cash
balance in fiscal 1998 may decline.  However, Dycam believes that its existing
cash balances and cash flow from operations will be sufficient to meet its cash
requirements through December 1998, after which time it may be required to raise
additional capital.  In addition, to the extent Dycam experiences growth in the
future, or its cash flow from operations is less than anticipated, Dycam may be
required to obtain additional sources of cash.  The ability of the Company to
raise additional funds and ultimately achieve positive operating cash flow is
uncertain and, therefore, this raises doubt about the Company's ability to
continue as a going concern. The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern
and do not include any adjustments that might result from the outcome of this
uncertainty.

                                       11
<PAGE>
 
                                   DYCAM INC.
                                        

                                   SIGNATURES


   Pursuant to the requirements of the Securities Exchange Act of 1934, the
Issuer has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                       Dycam Inc.



May 14, 1998                           By: /s/ John Edling
                                           -----------------------
                                           John Edling,
                                           Chief Financial Officer

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