DIMENSIONAL VISIONS INC


	Filing Type:	10-Q
	Description:	N/A
	Filing Date:	 03/31/03



	Ticker:	DVUI
	Cusip:	25434F
	State:	AZ
	Country:	US
	Primary SIC:	2752
	Primary Exchange:	OTH
	Billing Cross Reference:
	Date Printed:	03/31/03


Table of Contents
Created by Disclosure


Filing Sections

To jump to section, click on hypertexted page number

Document	               1
Base	                       1
Cover Page                     1
Table of Contents	       2
Financial Statement Item       3
Financial Statements	       3
Balance Sheet	               3
Income Statement	       3
Cashflow Statement	       4
Financial Footnotes	       4
Management Discussion	       7
Legal Proceedings	       9
Changes in Securities	       9
Defaults Upon Securities       9
Submission to a Vote	       9
Other Information	       9
Exhibits and Reports	       9
List of Exhibits	      10
Signatures	              10


Exhibits


Exhibits          	      12
Additional Exhibits	      12
Additional Exhibits	      13





                     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, 2003

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

     For the transition period from _____________ to _____________


                        Commission file number 001-10196


                        Dimensional Visions Incorporated
        (Exact name of small business issuer as specified in its charter)


           Delaware                                              23-2517953
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)


                    12070 N. 134th Way, Scottsdale, AZ 85259
                    (Address of principal executive offices)


                                 (480) 699-7778
                           (Issuer's telephone number)


                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 { }

As of April 15, 2003, the number of shares of Common Stock issued and
outstanding was 63,959,010.

Transitional Small Business Disclosure Format (check one): Yes { } No {X}





                                             1


                         DIMENSIONAL VISIONS INCORPORATED

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------
PART I - FINANCIAL  INFORMATION

         Item 1.  Financial Statements

         Balance Sheet - March 31, 2003 and June 30, 2002                    4

         Statement of Operations - For the three and nine months
         ended March 31, 2003 and 2002                                       5

         Statement of Cash Flows - For the nine months
         ended March 31, 2003 and 2002                                       6

         Notes to Financial Statements                                       7

         Item 2. Management's Discussion and Analysis of Financial
                 Conditions and Results of Operations                        10

         Item 3. Controls and Procedures                                     13

PART II - OTHER INFORMATION

         Item 1. Legal Proceedings                                           13
         Item 2. Changes in Securities                                       13
         Item 3. Defaults Upon Senior Securities                             13
         Item 4. Submission of Matters to a Vote of Security Holders         13
         Item 5. Other Information                                           13
         Item 6. Exhibits and Reports on Form 8-K                            13

SIGNATURES                                                                   14







                                            2


                         PART I - FINANCIAL INFORMATION





























                                             3


ITEM 1. FINANCIAL STATEMENTS

                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                 March 31,         June 30,
                                                    2003            2002
                                                 ------------    ------------
                                                   (Unaudited)

                                     ASSETS
Current assets
  Cash                                           $        -0-              18
                                                 ------------    ------------
Total current assets                                      -0-              18
                                                 ------------    ------------
Total assets                                     $        -0-    $         18
                                                 ============    ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
  Short-term borrowings                               632,520         632,320
  Accounts payable, accrued expenses
  and other Liabilities                               514,671         427,230
                                                 ------------    ------------
Total current liabilities                           1,147,191       1,059,550
                                                 ------------    ------------

Total liabilities                                   1,147,191       1,059,550
                                                 ------------    ------------
Commitments and contingencies                            -0-              -0-

Stockholders' deficiency
  Preferred stock - $.001 par value, authorized
    10,000,000 shares; issued and outstanding -    524,044
    shares at March 31,
    2003 and at June 30, 2002                              524             524
    Additional paid-in capital                         908,894         908,894
                                                  ------------    ------------
                                                       909,418         909,418

  Common stock - $.001 par value, authorized 100,000,000
    shares; issued and outstanding 63,959,010
    shares at March 31, 2003 and June 30, 2002          63,959          63,959
  Additional paid-in capital                        22,371,393      22,371,393
  Deficit                                          (24,491,961)    (24,404,302)
                                                  ------------    ------------

Total stockholders' deficiency                      (1,147,191)     (1,059,532)
                                                  ------------    ------------
Total liabilities and stockholders' deficiency    $        -0-    $         18
                                                  ============    ============


            See notes to condensed consolidated financial statements.






                                                 4


                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

                          Three Months Ended            Nine Months Ended
                              March 31,                      March 31,
                    ----------------------------    -------------------------
                         2003            2002           2003           2002
                    -----------     -----------     -----------   -----------

Operating revenue    $      -0-     $    30,000      $      -0-   $   111,888
Cost of sales               -0-           -0-                0         30,499
                    -----------    ------------     -----------   -----------

Gross profit                -0-          30,000             -0-        81,389
                    -----------    ------------      ----------   -----------
Operating expenses
 Engineering and
  development costs         -0-          35,000             -0-       120,686
 Marketing expenses         -0-         118,600             -0-       745,600
 General and
  administrative
  Expenses                1,500          78,000          35,230       350,416
                   ------------    ------------     -----------   -----------

Total operating
 expenses                 1,500         231,600          35,230     1,216,702
                   ------------    ------------     -----------   -----------
Loss before other
 income (expenses)      (1,500)       (201,600)        (35,230)   (1,135,313)
                   ------------    ------------     -----------   -----------
Other income (expenses)
  Interest expense     (17,222)        (35,447)        (52,428)     (105,288)
                   ------------    ------------     -----------   -----------

Net loss            $   (18,721)    $  (237,047)        (87,658)  (1,240,601)
                   ============    ============    ============   ===========
Net loss per share
 of common stock    $       -0-    $      (.005)    $     (.001)    $   (.05)
                   ============    ============    ============   ===========
Weighted average
 shares of common
 Stock outstanding   63,959,010      52,495,750      63,959,010    25,632,666
                   ============    ============    ============   ===========

            See notes to condensed consolidated financial statements.







                                       5 Z


                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                          Nine Months Ended
                                                             March 31,
                                                       ----------------------
                                                          2003         2002
                                                       ---------    ---------
Cash flows from operating activities
  Net loss                                             $ (87,658) ($1,240,601)
  Total adjustments to reconcile net loss
    to net cash used in operating activities              87,440    1,006,400
                                                       ---------    ---------
Net cash used in operating activities                       (218)    (234,201)
                                                       ---------    ---------
Cash flows from financing activities
  Short term borrowings                                      200       53,000
  Long term borrowings                                       -0-      180,000
  Payment of obligations under capitol lease                 -0-      (15,365)
  Proceeds from exercise of Warrants                         -0-       15,000
                                                       ---------    ---------
Net cash provided by financing activities                    200      232,635
                                                       ---------    ---------

Net increase (decrease) in cash                              (18)       1,566
Cash, beginning                                               18        1,627
                                                       ---------    ---------
Cash, ending                                           $     -0-    $      61
                                                       =========    =========
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest             $     -0-    $   5,371
                                                       =========    =========

Supplemental disclosure of non-cash investing and financing activities:

During the Nine months ended March 31, 2002, 75,000 shares of the Company's
Common Stock were issued as a result of the conversion of 37,500 shares of
Series D Convertible Preferred Stock valued at $33,713.

The Company recorded additional paid-in capital of $901 with the issuance of
8,000 warrants to purchase shares of the Company's common stock at $.1275 in
connection with the line of credit and guarantees by the investor group.

During the Nine months ended March 31, 2002, the company issued 57,467,000
shares of the companies common stock for consulting services valued at
$700,000.

            See notes to condensed consolidated financial statements.










                                       6


                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      NINE MONTHS ENDED MARCH 31, 2003
                                   (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

The interim financial statements are prepared pursuant to the requirements for
reporting on Form 10-QSB. The June 30, 2002, balance sheet data were derived
from audited financial statements but does not include all disclosures required
by generally accepted accounting principles. The interim financial statements
and notes thereto should be read in conjunction with the financial statements
and notes included in the Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 2002. In the opinion of management, the interim financial
statements reflect all adjustments of a normal recurring nature necessary for a
fair statement of the results for the interim periods presented. The financial
statements as of and for the period ended March 31, 2003 and 2002 are
unaudited. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full year
ending June 30,2003.

The Company has incurred losses since inception of $24,491,961 and has a working
capital deficiency of $1,147,191 as of March 31, 2003.

As a result of the decline in revenue, the Company has reduced its fixed
overhead costs by reducing the number of personnel. All employees of the Company
have either resigned or been laid off except for the three officers of the
Company who are working without compensation. In addition the Company has
vacated its prior leased premises and is currently operating out of office space
owned by Larry Kohler, our Chief Financial Officer and Director, at no charge to
the Company.

NOTE 2. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

                                            March 31,        June 30,
                                              2003            2002
                                            --------        --------
     Accounts payable                       $400,476        $365,463
     Salaries                                 16,072          16,072
     Accrued Interest                         98,123          45,695
                                            --------        --------
     Total                                  $514,671        $427,230
                                            ========        ========

NOTE 3. SHORT-TERM BORROWINGS

On January 29, 2002, Merrill Lynch declared the line of credit in default and
accordingly, during January and February 2002 the loan was paid off by an
investor group of existing stockholders as guarantors of the line of credit plus
accrued interest. The investor group paid Merrill Lynch $399,053 which included
$6,053 of interest. The loan balance as of June 30, 2002, which is due to the
investor group is $399,053 plus accrued interest of approximately $17,000
through June 30, 2002 calculated at 10% per annum. The loan balance as of
March 31, 2003 increased by $200 to $399,253 and the Company continues to
accrue interest on this obligation at 10% per annum.

During July and August 2001, the Company borrowed $45,000 and issued a 14%
convertible debenture for $25,000 due in October 2001 and issued a 12%
convertible debenture for $20,000 due in February 2002. Both debentures are in
default under the terms of the debenture agreement. The Company continues to
accrue interest on these obligations. The debentures are convertible into
360,000 shares of the Company's common stock at $.125 per share.



                                          7




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

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

As of March 31, 2003, the accrued interest on the above obligations
increased by approximately $52,400.

NOTE 4. COMMITMENTS AND CONTINGENCIES

There are no legal proceedings that 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 March 31, 2003, was
approximately $95,325.

NOTE 5. COMMON STOCK

As of March 31, 2003, there are outstanding 7,798,000 of non-public warrants
to purchase the Company's common stock at prices ranging from $0.01 to $.50
with a weighted average price of $0.16 per share.

During the nine months ended March 31, 2002, the Company issued 75,000
shares its Common Stock as a result of the conversion of 37,500 shares of
Series D Convertible Preferred Stock.

During nine months ended March 31, 2002, the Company issued 57,467,000 shares
of the Company's common stock for consulting services valued at $700,000.

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 July 10,
2001, the effective date of our registration statement. For each share of
common stock put to Swartz, the Company will receive the lesser of 91% of the
market or the market price less $.075.

NOTE 6. PREFERRED STOCK

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

                                    Allocated               Outstanding
                                    ---------       -------------------------
                                                      March 31,      June 30,
                                                        2003           2002
                                                       -------       -------
     Series A Preferred               100,000           15,500        15,500
     Series B Preferred               200,000            3,500         3,500
     Series C Preferred             1,000,000           13,404        13,404
     Series D Preferred               375,000          130,000       130,000
     Series E Preferred             1,000,000          275,000       275,000
     Series P Preferred               600,000           86,640        86,640
                                    ---------          -------       -------
     Total Preferred Stock          3,375,000          524,044       524,044
                                    =========          =======       =======


                                           8




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.

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.

The Company's Series C Convertible Preferred Stock ("Series C Preferred") is
convertible at a rate of 0.4 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 1 share of common stock per share of Series E
Preferred.

The Company's Series P Convertible Preferred Stock ("Series P Preferred") is
convertible at a rate of 0.4 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 on September 12, 1995, to InfoPak shareholders
in exchange for (1) all of the outstanding capital stock of InfoPak, (2) as
signing bonuses for certain employees and a consultant of InfoPak, and (3) to
satisfy InfoPak's outstanding debt obligations to certain shareholders.

NOTE 7. INCOME TAXES

There was no provision for current income taxes for the nine months ended
March 31, 2003 and 2002.

The federal net operating loss carry forwards of approximately $21,386,000
expire in varying amounts through 2022. In addition the Company has state
carryforwards of approximately $6,615,000.

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 carry forwards. The Company has not evaluated the
impact of Section 382, if any, on its ability to utilize its net operating loss
carry forwards in future years.

                                       9



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The discussion and financial statements contained herein are for the three
months and nine months ended March 31, 2003 and 2002. The following discussion
regarding the financial statements of the Company should be read in conjunction
with the financial statements of the Company included herewith.

THREE MONTHS ENDED MARCH 31, 2003 AND 2002

RESULTS OF OPERATIONS
The net loss for the quarter ended March 31, 2003, was $18,721 compared with
a net loss of $237,047 for the fiscal quarter ended March 31, 2002. General
and administrative expenses decreased in the quarter ended March 31, 2003 by
approximately $76,500 over the quarter ended March 31, 2002. This decrease
was due to the elimination of all non critical administrative activities.
Marketing expenses decreased from $118,600 during the three months ended
March 31, 2002 to none during the three months ended March 31, 2003 as a
result of the termination of all of the Company's independent sales force and
elimination of marketing activity. The Company's engineering expenses for the
fiscal quarter ended March 31, 2003 decreased by approximately $35,000 over the
same period last year, as a result of a decline in business and lack of funding.

There was no revenue for the three months ended March 31, 2003, compared to
revenue of $30,000 for the three months ended March 31, 2002, as the Company
ceased all marketing and sales activity.

As a result of the decline in revenue, the Company has reduced its fixed
overhead costs by reducing the number of personnel. All employees of the Company
have either resigned or been laid off except for the three officers of the
Company who are working without compensation. In addition, the Company has
vacated its prior leased premises and is currently operating out of office space
owned by Larry Kohler, our Chief Financial Officer and Director, at no charge to
the Company.

LIQUIDITY AND CAPITAL RESOURCES

The Company collected nothing in accounts receivable during the three months
ended March 31, 2003, and paid no creditors.

On January 12, 2001, the Company secured a $500,000 line of credit through
Merrill Lynch that was obtained by an investor group of existing stockholders as
guarantors of the line of credit. As a result of market conditions, the line of
credit was limited to $393,000 which represents the amount of securities
securing the line of credit by the investor group. The Company no longer has
access to any financing under this line of credit. As of January 13, 2002, the
outstanding debt was in default, and the Company was unable to pay. The
guarantors paid off the debt to Merrill Lynch, and assumed the loan at an
on-going interest rate of 10% due from the Company. The outstanding debt to the
guarantors, Russell Ritchie and Dale Riker, as of March 31, 2003 was
$399,053.

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




                                         10






In 2001, the Company received $25,000 on a 14% convertible debenture from a
stockholder. Payment of principal and interest was due on October 13, 2001. This
debenture is convertible, in whole or part, at the option of the holder, into
shares of the Company's common stock at a rate of $.125 per share. As of
March 31, 2003, the Company has not repaid the debenture and the holder has
not converted.

In 2001, the Company received $20,000 on a 12% convertible debenture. Payment of
principal and interest was due on February 3, 2002. This debenture is
convertible, in whole or part, at the option of the holder, into shares of the
Company's common stock at a rate of $.125 per share. As of March 31, 2003,
the Company has not repaid the debenture and the holder has not converted.

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

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

NINE MONTHS ENDED MARCH 31, 2003 AND 2002

RESULTS OF OPERATIONS
The net loss for the nine months ended March 31, 2003, was $87,658 compared with
a net loss of $1,240,601 for the nine months ended March 31, 2002. The company's
marketing expenses for the nine months ended March 31, 2003 decreased by
$745,600 over the same period last year. This decrease is due to the termination
of all of the Company's independent sales force and elimination of marketing
activity. The Company's engineering expenses for the nine months ended March 31,
2003 decreased by $120,686 over the same period last year, as a result of a
decline in business and lack of funding. General and administrative expenses
decreased in the nine months ended March 31, 2003 by $315,186 over the nine
months ended March 31, 2002. This decrease was due to the elimination of all
non critical administrative activities.

There was no revenue for the nine months ended March 31, 2003, compared to
revenue of $111,888 for the nine months ended March 31, 2002, as the Company
ceased all marketing and sales activity. The company's gross profit for the nine
months ended March 31, 2003 was 0%, compared to 72.7% over the same period last
year.

As a result of the decline in revenue, the Company has reduced its fixed
overhead costs by reducing the number of personnel. All employees of the Company
have either resigned or been laid off except for the three officers of the
Company who are working without compensation. In addition, the Company has
vacated its prior leased premises and is currently operating out of office space
owned by Larry Kohler, our Chief Financial Officer and Director, at no charge to
the Company.

                                            11


LIQUIDITY AND CAPITAL RESOURCES

The Company collected nothing in accounts receivable during the three months
ended March 31, 2003. And paid no creditors.

On January 12, 2001, the Company secured a $500,000 line of credit through
Merrill Lynch that was obtained by an investor group of existing stockholders as
guarantors of the line of credit. As a result of market conditions, the line of
credit was limited to $393,000 which represents the amount of securities
securing the line of credit by the investor group. The Company no longer has
access to any financing under this line of credit. As of January 13, 2002, the
outstanding debt was in default, and the Company was unable to pay. The
guarantors paid off the debt to Merrill Lynch, and assumed the loan at an
on-going interest rate of 10% due from the Company. The outstanding debt to the
guarantors, Russell Ritchie and Dale Riker, as of March 31, 2003 was
$399,053.

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

In 2001, the Company received $25,000 on a 14% convertible debenture from a
stockholder. Payment of principal and interest was due on October 13, 2001. This
debenture is convertible, in whole or part, at the option of the holder, into
shares of the Company's common stock at a rate of $.125 per share. As of
March 31, 2003, the Company has not repaid the debenture and the holder has
not converted.

In 2001, the Company received $20,000 on a 12% convertible debenture. Payment of
principal and interest was due on February 3, 2002. This debenture is
convertible, in whole or part, at the option of the holder, into shares of the
Company's common stock at a rate of $.125 per share. As of March 31, 2003,
the Company has not repaid the debenture and the holder has not converted.

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

The Company's financial position is precarious. Unless we are able to acquire
additional debt or equity financing to cover ongoing operating costs and satisfy
liabilities, or sell the Company, merge with, or acquire another operating
entity or other business combination, we may not be able to continue as a going
concern. The probability of obtaining financing is unlikely at this time.
Therefore, current management of the Company is reevaluating the Company's
prospects and considering the Company's options, such as a sale, purchase,
merger, or other business combination. If the Company does not obtain financing,
a buyer, merger, or some other business combination, it may be forced to file
bankruptcy.
                                           12



ITEM 3. CONTROLS AND PROCEDURES

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


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.
ITEM 5. OTHER INFORMATION

None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 1. The following Exhibits are filed
        herein:

     No.        Title
     ---        -----

     99.1      Certification of Chief Executive Officer Pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002

     99.2      Certification of Chief Financial Officer Pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002
                                         13




2. Reports on Form 8-K filed: None.


                                   SIGNATURES

In accordance with the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, duly authorized.

                                        DIMENSIONAL VISIONS INCORPORATED


DATED: May 14, 2003                   By: /s/ Jason M. Genet
                                        ------------------------------------
                                          Jason M. Genet, President
                                          (Principal Executive Officer)



DATED: May 14, 2003                    By: /s/ Larry Kohler
                                         ------------------------------------
                                          Larry Kohler, Chief Financial
                                          Officer (Principal Financial Officer
                                          and Principal Accounting Officer)


                                         14



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
                             RULES 13a-14 AND 15d-14
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Dimensional Visions Incorporated
(the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Jason M. Genet, President of the Company, certify, pursuant to Rules 13a-14
and 15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to ss.302
of the Sarbanes-Oxley Act of 2002, that:

     (1)  I have reviewed the Report;

     (2)  Based upon my knowledge, the Report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary in order to make the statements made, in light of the
          circumstances under which such statements were made, not misleading;

     (3)  Based upon my knowledge, the financial statements, and other financial
          information included in the Report, fairly present in all material
          respects the financial condition and results of operations of the
          Company, as of, and for, the periods presented in the Report;
     (4)  I and the other certifying officers of the Company:

          a.   are responsible for establishing and maintaining disclosure
               controls and procedures for the Company;

          b.   have designed such disclosure controls and procedures to ensure
               that material information is made known to us, particularly
               during the period in which the Report is being prepared;

          c.   have evaluated the effectiveness of the Company's disclosure
               controls and procedures within 90 days of the date of the Report;
               and

          d.   have presented in the Report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               the required evaluation.

     (5)  I and the other certifying officers have disclosed to the Company's
          auditors and to the audit committee of the board of directors (or
          persons fulfilling the equivalent function):

          a.   all significant deficiencies in the design or operation of
               internal controls (a pre-existing term relating to internal
               controls regarding financial reporting) which could adversely
               affect the Company's ability to record, process, summarize and
               report financial data and have identified for the Company's
               auditors any material weaknesses in internal controls; and

          b.   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Company's
               internal controls.
                                             15



     (6)  I and the other certifying officers have indicated in the Report
          whether or not there were significant changes in internal controls or
          in other factors that could significantly affect internal controls
          subsequent to the date of their evaluation, including any corrective
          actions with regard to significant deficiencies and material
          weaknesses.


/s/ Jason M. Genet
------------------------
Jason M. Genet,
President
May 14, 2003


                                            16



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
                             RULES 13a-14 AND 15d-14
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Dimensional Visions Incorporated
(the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Larry Kohler, Chief Financial Officer of the Company, certify, pursuant to
Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted
pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

     (1)  I have reviewed the Report;

     (2)  Based upon my knowledge, the Report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary in order to make the statements made, in light of the
          circumstances under which such statements were made, not misleading;

     (3)  Based upon my knowledge, the financial statements, and other financial
          information included in the Report, fairly present in all material
          respects the financial condition and results of operations of the
          Company, as of, and for, the periods presented in the Report;

     (4)  I and the other certifying officers of the Company:

          a.   are responsible for establishing and maintaining disclosure
               controls and procedures for the Company;

          b.   have designed such disclosure controls and procedures to ensure
               that material information is made known to us, particularly
               during the period in which the Report is being prepared;

          c.   have evaluated the effectiveness of the Company's disclosure
               controls and procedures within 90 days of the date of the Report;
               and

          d.   have presented in the Report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               the required evaluation.

     (5)  I and the other certifying officers have disclosed to the Company's
          auditors and to the audit committee of the board of directors (or
          persons fulfilling the equivalent function):

          a.   all significant deficiencies in the design or operation of
               internal controls (a pre-existing term relating to internal
               controls regarding financial reporting) which could adversely
               affect the Company's ability to record, process, summarize and
               report financial data and have identified for the Company's
               auditors any material weaknesses in internal controls; and

          b.   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Company's
               internal controls.
                                              17



     (6)  I and the other certifying officers have indicated in the Report
          whether or not there were significant changes in internal controls or
          in other factors that could significantly affect internal controls
          subsequent to the date of their evaluation, including any corrective
          actions with regard to significant deficiencies and material
          weaknesses.


/s/ Larry Kohler
-----------------------------
Larry Kohler
Chief Financial Officer
May 14, 2003

                                          18