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, 2002

[ ]  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)


   2301 West Dunlap Avenue, Suite 207, Phoenix, Arizona, 85021 (602) 997-1990
              (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 May 16, 2002, the number of shares of Common Stock issued and outstanding
was 63,959,000.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                        DIMENSIONAL VISIONS INCORPORATED

                                      INDEX

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

         Item 1.  Financial Statements

         Balance Sheet - March 31, 2002                                      3

         Statement of Operations - For the three and nine months
         ended March 31, 2002 and 2001                                       4

         Statement of Cash Flows - For the three and nine months
         ended March 31, 2002 and 2001                                       5

         Notes to Financial Statements                                       6

         Item 2. Management's Discussion and Analysis of Financial
                 Conditions and Results of Operations                       11

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
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            DIMENSIONAL VISIONS, INC.
                                  BALANCE SHEET
<TABLE>
<CAPTION>
                                                                          March 31,         June 30,
                                                                            2002              2001
                                                                        ------------      ------------
                                      ASSETS                            (Unaudited)
<S>                                                                     <C>               <C>
Current assets
  Cash                                                                  $         61      $      1,627
  Accounts receivable, trade                                                  10,000             8,614
  Prepaid expenses                                                             4,224             4,224
                                                                        ------------      ------------
Total current assets                                                          14,285            14,465
                                                                        ------------      ------------
Equipment
  Equipment                                                                  480,112           480,112
  Furniture and fixtures                                                      49,329            49,329
                                                                        ------------      ------------
                                                                             529,441           529,441
  Less accumulated depreciation                                              409,404           359,864
                                                                        ------------      ------------
                                                                             120,037           169,577
                                                                        ------------      ------------
Other assets
  Patent rights and other assets                                              23,478            27,552
                                                                        ------------      ------------

Total assets                                                            $    157,800      $    211,594
                                                                        ============      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Short-term borrowings                                                 $    435,136      $    339,138
  Current portion of obligations under capital leases                         84,289            59,834
  Accounts payable, accrued expenses and other liabilities                   404,579           158,375
                                                                        ------------      ------------
Total current liabilities                                                    924,004           557,347
                                                                        ------------      ------------
Long term debt
  Note Payable                                                               180,000                --
  Obligations under capital leases, net of current portion                        --            39,821
                                                                        ------------      ------------
                                                                             180,000            39,821
                                                                                          ------------
Total liabilities                                                          1,104,004           597,168
                                                                        ------------      ------------
Commitments and contingencies                                                     --                --

Stockholders' deficiency
  Preferred stock - $.001 par value, authorized 10,000,000 shares;
    issued and outstanding - 524,044 shares at March 31, 2002,
    and 561,544 shares at June 30, 2001                                          524               562
  Additional paid-in capital                                                 908,894           942,606
                                                                        ------------      ------------
                                                                             909,418           943,168
  Common stock - $.001 par value, authorized 100,000,000 shares;
    issued and outstanding 63,959,010 shares at March 31, 2002
    and 10,392,635 shares at June 30, 2001                                    63,959            10,392
    Additional paid-in capital                                            22,338,713        21,603,561
  Deficit                                                                (24,129,127)      (22,888,528)
                                                                        ------------      ------------
Total stockholders' deficiency before deferred consulting contracts         (817,037)         (331,407)

Deferred consulting contracts                                               (129,167)          (54,167)
                                                                        ------------      ------------
Total stockholders' deficiency                                              (946,204)         (385,574)
                                                                        ------------      ------------
Total liabilities and stockholders' deficiency                          $    157,800      $    211,594
                                                                        ============      ============
</TABLE>

                       See notes to financial statements.

                                       3
<PAGE>
                            DIMENSIONAL VISIONS, INC.
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                     (Unaudited)                         (Unaudited)
                                                  Three Months Ended                  Nine Months Ended
                                                       March 31,                           March 31,
                                            ------------------------------      ------------------------------
                                                2002              2001              2002              2001
                                            ------------      ------------      ------------      ------------
<S>                                         <C>               <C>               <C>               <C>
Operating revenue                           $     30,000      $     56,712      $    111,888      $    219,708

Cost of sales                                          0            44,980            30,499           151,455
                                            ------------      ------------      ------------      ------------

Gross profit                                      30,000            11,732            81,389            68,253
                                            ------------      ------------      ------------      ------------
Operating expenses
  Engineering and development costs               35,000            47,087           120,686           181,649
  Marketing expenses                             118,600            97,811           745,600           217,927
  General and administrative expenses             78,000           157,107           350,416           549,860
                                            ------------      ------------      ------------      ------------

Total operating expenses                         231,600           302,005         1,216,702           949,436
                                            ------------      ------------      ------------      ------------

Loss before other income (expenses)             (201,600)         (290,273)       (1,135,313)         (881,183)
                                            ------------      ------------      ------------      ------------
Other income (expenses)
  Interest expense                               (35,447)           (9,007)         (105,288)          (19,634)
  Interest income                                     --               190                --             2,948
                                            ------------      ------------      ------------      ------------

                                                 (35,447)           (8,817)         (105,288)          (16,686)
                                            ------------      ------------      ------------      ------------

Net loss                                        (237,047)         (299,090)       (1,240,601)         (897,869)
                                            ============      ============      ============      ============

Net loss per share of common stock          $      (.005)     $       (.04)     $       (.05)     $       (.10)
                                            ============      ============      ============      ============
Weighted average shares of common stock
  outstanding                                 52,495,750        10,288,540        25,632,666         9,853,254
                                            ============      ============      ============      ============
</TABLE>

                       See notes to financial statements.

                                       4
<PAGE>
                            DIMENSIONAL VISIONS, INC.
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Nine Months Ended December 31,
                                                         ------------------------------
                                                             2002             2001
                                                          -----------      -----------
<S>                                                       <C>              <C>
Cash flows from operating activities
  Net loss                                                $(1,240,601)     $  (897,869)
  Total adjustments to reconcile net loss to net cash
    used in operating activities                            1,006,400          328,005
                                                          -----------      -----------
Net cash used in operating activities                        (234,201)        (569,864)
                                                          -----------      -----------
Cash flows from investing activities
  Purchase of furniture and equipment                              --           (2,985)
                                                          -----------      -----------
Net cash used in investing activities                              --           (2,985)
                                                          -----------      -----------
Cash flows from financing activities
  Payment of obligations under capital lease                  (15,365)         (37,385)
  Stock issuance costs                                         (6,563)
  Short term borrowings                                        53,000          250,000
  Long term borrowings                                        180,000               --
  Proceeds from exercise of warrants                               --          110,875
                                                               15,000               --
                                                          -----------      -----------
Net cash (used in) provided by financing activities           232,635          316,927
                                                          -----------      -----------

Net increase (decrease) in cash                                (1,566)        (255,922)
Cash, beginning                                                 1,627          276,333
                                                          -----------      -----------
Cash, ending                                              $        61      $    20,411
                                                          ===========      ===========
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                $     5,371      $    19,634
                                                          ===========      ===========
</TABLE>

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 Company's common stock for consulting services valued at
approximately $700,000.

                       See notes to financial statements.

                                       5
<PAGE>
                        DIMENSIONAL VISIONS INCORPORATED
                          NOTES TO FINANCIAL STATEMENTS
                        NINE MONTHS ENDED MARCH 31, 2001
                                   (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, 2001, 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,
     2001. 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, 2002 and 2001 are
     unaudited. The financial statements for the period ended March 31, 2001
     have been reviewed by an independent public accountant pursuant to rule
     10-01(d) of regulation S-X and following applicable standards for
     conducting such reviews, and the report of the accountant is included as
     part of this filing. The current period results of operations are not
     necessarily indicative of results that ultimately will be reported for the
     full year ending June 30, 2002.

     The Company has incurred losses since inception of $24,129,127 and has a
     working capital deficiency of $909,719 as of March 31, 2002. The future of
     the Company as an operating business will depend on its ability to: (1)
     successfully market and sell its products; (2) obtain sufficient capital
     contributions and/or financing as may be required to sustain its current
     operations and to fulfill its sales and marketing activities; (3) achieve a
     level of sales adequate to support the Company's cost structure; and (4)
     ultimately achieve a level of profitability. Management's plan to address
     these issues includes: (a) redirecting its marketing efforts of the
     Company's products and substantially increasing sales results; (b)
     continued exercise of tight cost controls to conserve cash; and (c) raising
     additional long term financing.

     The financial statements have been prepared on a going concern basis which
     contemplates the realization and settlement of liabilities and commitments
     in the normal course of business. The available funds at March 31, 2002,
     plus the limited revenue is not sufficient to satisfy the present cost
     structure. Management recognizes that the Company must generate additional
     resources to enable it to continue operations. Management plans include the
     continued expansion of the sale of its products and the sale of additional
     securities.

NOTE 2. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

                                          March 31, 2002    June 30, 2001
                                          --------------    -------------
          Accounts payable                   $404,579         $139,609
          Salaries                                 --           18,766
                                             --------         --------
          Total                              $404,579         $158,375
                                             ========         ========

                                       6
<PAGE>
NOTE 3. SHORT-TERM BORROWINGS

     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, 2002, the Company has not repaid the debenture and
     the holder has not converted.

     The Company received $20,000 on a 12% convertible debenture on August 3,
     2001. 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, 2002, the Company has not repaid the debenture and the holder
     has not converted. The Company secured a $500,000 line of credit through
     Merrill Lynch that was obtained by an investor group of existing
     stockholders as guarantors of the line of credit. The outstanding debt as
     of December 31, 2001 and June 30, 2001 was $393,000 and $385,000,
     respectively. The terms of the line of credit are for one year with an
     interest rate of the 3-month LIBOR rate, plus 2.5% {as of December 31, 2001
     and June 30, 2001, 5.10% and 6.23%, respectively}. Interest payments are
     calculated and due monthly, and the principal balance was due on January
     13, 2002. The outstanding debt was not paid, demand has been made, and is
     in default.

     In connection with the guarantee by the investor group, the Company issued
     39,300 restricted shares of its common stock, valued at $7,958, 196,500
     commitment warrants at fair market value {$.266 per share} and 393,000
     usage warrants at 75% of fair market value (ranging from $.1275 to $.218
     per share). The warrants were valued using Black Scholes option pricing
     model at $71,948.

     Accordingly, the line of credit was discounted for the value allocated to
     the stock and warrants. As of December 31,2001 and June 30, 2001, the
     additional interest expense of $76,141 and $33,143 was recorded and the
     unamortized discount was $2,864 and $45,862, respectively.

     As of March 31, 2002 and June 30, 2001, the discounted value of the line of
     credit was $390,136 and $339,138.

NOTE 4. LONG-TERM BORROWINGS

     On September 28, 2001, the Company received $25,000 in advances on a 12%
     secured note that is due on October 2, 2004. From October 1, 2001 through
     October 19, 2001, the Company received an additional $155,000 in advances
     on the 12% secured note. The note requires no principal or interest
     payments until the maturity date of the note. The assets of the Company are
     pledged as collateral for the loan.

NOTE 5. COMMITMENTS AND CONTINGENCIES

     On or about December 6, 2001, Russell H. Ritchie, Dale Riker, and Suntine
     Enterprises, LLC (the "Arizona Plaintiffs") brought an action in the
     Superior Court of the State of Arizona, in and for the County of Maricopa,
     No. CV2001-021203, against the Company, its officers, current directors,
     former directors, employees, and all of their spouses (collectively,
     "Defendants"), for Breach of Contract and Tort. The Arizona Plaintiffs seek
     payment of their outstanding loans, including interest; damages as may be
     proved at the time of trial; and attorneys' fees and costs. The Arizona
     Plaintiffs have executed a settlement agreement with certain of the
     Defendants and the remaining Defendants, including the Company, are
     attempting to settle this matter with the Arizona Plaintiffs as well.

     On December 7, 2001, the Company entered into an agreement with two
     consultants hired to create marketing material (See Note 7). To date, the

                                       7
<PAGE>
NOTE 5. COMMITMENTS AND CONTINGENCIES (continued)

     consultants were paid $350,000 for services rendered Based upon the market
     price on February 13, 2002, the Company issued an additional 34,200,000
     shares.

     There are no other 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,
     2002, were approximately $84,775.

NOTE 6. COMMON STOCK

     As of March 31, 2002, there were outstanding 9,781,242 of non-public
     warrants to purchase the Company's common stock at prices ranging from
     $0.01 to $2.00 with a weighted average price of $0.21 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.

     As of March 31, 2002, there were 524,044 shares of various classes of
     Convertible Preferred Stock outstanding which can be converted to 613,818
     shares of common stock.

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

NOTE 7. 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, 2002   June 30, 2001
                                              --------------   -------------
        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         167,500
        Series E Preferred        1,000,000        275,000         275,000
        Series P Preferred          600,000         86,640          86,640
                                  ---------      ---------       ---------
     Total Preferred Stock        3,325,000        524,044         561,544
                                  =========      =========       =========

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

     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.

                                       8
<PAGE>
NOTE 7. PREFERRED STOCK (continued)

     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 8. INCOME TAXES

     There was no provision for current income taxes for the nine months ended
     March 31, 2002 and 2001.

     The federal net operating loss carry forwards of approximately $19,769,000
     expire in varying amounts through 2021. In addition the Company has state
     carry forwards of approximately $4,998,000.

     The Company has had numerous transactions in its common stock. Such
     transactions may have resulted in a change in the Company's ownership, as
     defined in the Internal Revenue Code Section 382. Such change may result in
     an annual limitation on the amount of the Company's taxable income which
     may be offset with its net operating loss 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.

NOTE 9. SUBSEQUENT EVENTS

     On or about April 5, 2002, all employees, except John D. McPhilimy,
     President, Secretary, and Treasurer, resigned. The Company ceased
     operations on or about April 5, 2002. Mr. McPhilimy will work without pay
     to obtain financing or a business combination for the Company. If the
     Company does not obtain financing or a buyer or a merger, it may be forced
     to file bankruptcy.

                                       9
<PAGE>
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, 2002 and 2001. 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, 2002 AND 2001

RESULTS OF OPERATIONS

The net loss for the quarter ended March 31, 2002, was $237,047 compared to a
net loss of $8,817 for the quarter ended March 31, 2001. The loss before other
income and expenses for the quarter ended March 31, 2002 was $201,600 compared
to a loss before other income and expenses for the quarter ended March 31, 2001
of $290,273. The Company's marketing expenses for the three months ended March
31, 2002 increased by approximately $20,800 over the same period last year. The
Company's general and administrative expenses decreased in the three months
ended March 31, 2002 by approximately $79,000 over the three months ended March
31, 2001. The decrease in general and administrative expenses was due to
reduction in staff. The Company's engineering and development costs decreased by
approximately $12,000 due to a reduction in staff.

Revenue for the quarter ended March 31, 2002, was $30,000 compared to revenue of
$56,700 for the quarter ended March 31, 2001. The gross profit for the three
months ended March 31, 2002 was $30,000 compared to the three months ended March
31, 2001 of $12,000.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2002, the Company had a deficiency of $909,719, compared with a
working capital deficiency of $485,998 as of March 31, 2001. During the quarter
ended March 31, 2002, the Company collected approximately $50,000 of accounts
receivable. The cash received was used to pay current period operating expenses.

The Company's financial position is precarious. The Company needs funding in
order to maintain current operations and to support growth and sales. During the
quarter ended December 30, 2001, the Company received approximately $150,000
from an investor on a 12% note with principal and interest payments due October
2, 2004. Unless we are able to generate sufficient revenue or acquire additional
debt or equity financing to cover our present and ongoing operation costs and
liabilities, we may not be able to continue as a going concern.

On or about April 5, 2002, all employees, except John D. McPhilimy, President,
Secretary, and Treasurer, resigned. The Company ceased operations on or about
April 5, 2002. Mr. McPhilimy will work without pay to obtain financing or a
business combination for the Company. If the Company does not obtain financing
or a buyer or a merger, it may be forced to file bankruptcy.

                                       10
<PAGE>
NINE MONTHS ENDED MARCH 31, 2002 AND 2000

RESULTS OF OPERATIONS

The net loss for the nine months ended March 31, 2002 was $1,240,601 compared to
a net loss of $897,869 for the nine months ended March 31, 2001. The Company's
marketing expenses for the nine months ended March 31, 2002 increased by
approximately $528,000 over the same period last year. This increase is due to
new consulting contracts. The Company's engineering expenses for the nine months
ended March 31, 2002 decreased by approximately $61,000 over the same period
last year. This decrease was attributed to the decrease in the Company's design
staff. The Company also decreased their general and administrative expenses for
the nine months ended March 31, 2002 by $199,000 over the nine months ended
March 31, 2001 due to a decrease in staff.

Revenue for the nine months ended March 31, 2002 was $112,000 compared to
revenue of $220,000 for the nine months ended March 31, 2001. The Company's
gross profit for the nine months ended March 31, 2002 was 73% compared to 31%
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
employed by the Company.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended March 31, 2002, the Company collected approximately
$111,000 of accounts receivable. Substantially all the cash received and cash on
hand was used to support operations. The Company is currently looking to secure
additional funding.

On or about April 5, 2002, all employees, except John D. McPhilimy, President,
Secretary, and Treasurer, resigned. The Company ceased operations on or about
April 5, 2002. Mr. McPhilimy will work without pay to obtain financing or a
business combination for the Company. If the Company does not obtain financing
or a buyer or a merger, it may be forced to file bankruptcy.

                                       11
<PAGE>
PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On or about December 6, 2001, Russell H. Ritchie, Dale Riker, and Suntine
Enterprises, LLC (the "Arizona Plaintiffs") brought an action in the Superior
Court of the State of Arizona, in and for the County of Maricopa, No.
CV2001-021203, against the Company, its officers, directors, consultants and
shareholders (collectively, "Defendants"), for Breach of Contract and Tort. The
Arizona Plaintiffs have executed a settlement agreement with certain of the
Defendants and the remaining Defendants, including the Company, are attempting
to settle this matter with the Arizona Plaintiffs as well. If all Defendants
settle this matter, it will be dismissed in full. If all Defendants do not
settle this matter, it will be dismissed as to the settling Defendants only.

On or about December 12, 2001, Russell H. Ritchie (the "Delaware Plaintiff")
brought an action in the Court of Chancery of the State of Delaware in and for
New Castle County, Civil Action No. 19311-NC, to compel the Company to hold an
annual shareholders meeting and provide its shareholders list to the Plaintiff.
This proceeding was dismissed, without prejudice, by the Delaware Plaintiff on
April 22, 2002.

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

     Exhibits: None.

     Reports on Form 8-K:     May 8, 2002        Withdrawal of Proxy Statement

                                       12
<PAGE>
                                   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 20, 2002                     By: /s/ John D. McPhilimy
                                            ------------------------------------
                                            Its: President


                                        By: /s/ John D. McPhilimy
                                            ------------------------------------
                                            Its: Principal Accounting Officer

                                       13