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 September 30, 1999
                                   ------------------

[ ] 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 1-10196


                        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.)


               2301 W. Dunlap, Suite 207, Phoenix, Arizona, 85021
               --------------------------------------------------
                    (Address of principal executive offices)

                                 (602) 997-1990
                           ---------------------------
                           (Issuer's telephone number)

              ----------------------------------------------------
              (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  September  30,  1999,  the  number of shares of Common  Stock  issued and
outstanding was 5,970,607.

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

                                      INDEX

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

     Item 1. Financial Statements

             Condensed Consolidated Balance Sheets -
             September 30, 1999 and June 30, 1999                            1

             Condensed Consolidated Statement of Operations -
             For the three months ended September 30, 1999 and 1998          2

             Condensed Consolidated Statement of Cash Flows -
             For the three months ended September 30, 1999 and 1998          3

             Notes to Condensed Consolidated Financial Statements            4

     Item 2. Management's Discussion and Analysis of Financial
             Conditions and Results of Operations                            8

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                               9
     Item 2. Changes in Securities and Use of Proceeds                       9
     Item 3. Defaults Upon Senior Securities                                10
     Item 4. Submission of Matters to a Vote of Security Holders            10
     Item 5. Other Information                                              10
     Item 6. Exhibits and Reports on Form 8-K                               10

SIGNATURES                                                                  10
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   September 30,      June 30,
                                                       1999             1999
                                                   ------------    ------------
                                                    (Unaudited)
                                ASSETS
Current assets
 Cash                                              $    200,737    $     20,019
 Notes receivable, net of allowance for
  bad debts of $402,006                                  41,663          41,663
 Accounts receivable, trade, net of
  allowance for bad debts of $11,833                    100,813          78,068
 Inventory                                               14,841           6,900
 Prepaid expenses                                         9,082          17,896
                                                   ------------    ------------
Total current assets                                    367,136         164,546
                                                   ------------    ------------
Equipment
 Equipment                                              401,678         401,678
 Furniture and fixtures                                  50,162          50,162
                                                   ------------    ------------
                                                        451,840         451,840
 Less accumulated depreciation                          288,590         279,681
                                                   ------------    ------------
                                                        163,250         172,159
                                                   ------------    ------------
Other assets
 Deferred costs                                         286,634         158,567
 Patent rights and other assets                          34,896          35,701
                                                   ------------    ------------
                                                        321,530         194,268
                                                   ------------    ------------
Total assets                                       $    851,916    $    530,973
                                                   ============    ============

               LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
 Short-term borrowings                             $    230,500    $    213,767
 Current portion of obligations under
  capital leases                                         21,570          20,552
 Accounts payable, accrued expenses and
  other liabilities                                     425,894         534,173
                                                   ------------    ------------
Total current liabilities                               677,964         768,492
Long-term debt, net of current portion                  294,119         268,215

Obligations under capital leases, net
  of current portion                                     76,244          82,033
                                                   ------------    ------------
Total liabilities                                     1,048,327       1,118,740
                                                   ------------    ------------

Commitments and contingencies                                --              --

Stockholders' deficiency
 Preferred stock - $.001 par value, authorized
  10,000,000 shares; issued and outstanding -
  501,582 shares at September 30, 1999, and
  130,810 shares at June 30, 1999                           502             131
 Additional paid-in capital                             953,018         658,170
                                                   ------------    ------------
                                                        953,520         658,301
 Common stock - $.001 par value, authorized
  100,000,000 shares; issued and outstanding -
  5,970,607 shares at September 30, 1999 and
  5,138,192 shares at June 30, 1999                       5,971           5,138
 Additional paid-in capital                          19,893,248      19,556,402
 Deficit                                            (21,049,150)    (20,807,608)
                                                   ------------    ------------
Total stockholders' deficiency                         (196,411)       (587,767)
                                                   ------------    ------------
Total liabilities and stockholders'
  deficiency                                       $    851,916    $    530,973
                                                   ============    ============

            See notes to condensed consolidated financial statements.

                                       1
<PAGE>
                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)

                                                      Three Months Ended
                                                         September 30,
                                                ------------------------------
                                                    1999                1998
                                                -----------        -----------

Operating revenue                               $   129,597        $   191,089
Cost of sales                                        83,429            132,007
                                                -----------        -----------
Gross profit                                         46,168             59,082
                                                -----------        -----------
Operating expenses
 Engineering and development costs                   29,835             56,955
 Marketing expenses                                  10,846             59,819
 General and administrative expenses                180,356            123,493
                                                -----------        -----------
Total operating expenses                            221,037            240,267
                                                -----------        -----------
Loss before other income (expenses)                (174,869)          (181,185)
                                                -----------        -----------
Other income (expenses)
 Interest expense                                   (66,672)           (12,346)
 Interest income                                         --             10,771
                                                -----------        -----------
                                                    (66,672)            (1,575)
                                                -----------        -----------
Net loss                                        $  (241,542)       $  (182,760)
                                                ===========        ===========
Loss per share
 Basic and diluted loss per common share        $      (.04)       $      (.05)
                                                ===========        ===========
Shares used in computing net loss per share       5,445,290          3,612,129
                                                ===========        ===========

            See notes to condensed consolidated financial statements.

                                       2
<PAGE>
                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                         Three Months Ended
                                                            September 30,
                                                   ----------------------------
                                                      1999               1998
                                                   ---------          ---------
Cash flows from operating activities
  Net loss                                         $(241,542)         $(182,760)
  Total adjustments to reconcile net loss
   to net cash used in operating activities           71,532            (33,724)
                                                   ---------          ---------
Net cash used in operating activities               (170,010)          (216,484)
                                                   ---------          ---------
Cash flows from investing activities
  Proceeds from payments on notes receivable              --              8,092
  Purchase of furniture and equipment                     --            (58,758)
                                                   ---------          ---------
Net cash used in investing activities                     --            (50,666)
                                                   ---------          ---------
Cash flows from financing activities
  Payment of obligations under capital lease          (4,772)            (3,469)
  Payment of debt obligations                             --            (75,000)
  Proceeds from issuance of debt net of deferred
   financing costs of $33,700                             --            441,300
  Repayment of short-term borrowing                       --            (79,500)
  Proceeds from exercise of warrants                  18,000                 --
  Sale of preferred stock, net of offering
   costs of $37,500                                  337,500                 --
                                                   ---------          ---------
Net cash provided by financing activities            350,728            283,331
                                                   ---------          ---------
Net increase in cash                                 180,718             16,181
  Cash, beginning                                     20,019             15,910
                                                   ---------          ---------

  Cash, ending                                     $ 200,737          $  32,091
                                                   =========          =========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest           $   7,152          $  22,974
                                                   =========          =========

Supplemental disclosure of non-cash investing and financing activities:

During the three months ended September 30, 1999,  1,688 shares of the Company's
Common Stock were issued as a result of the conversion of 4,228 shares of Series
C Convertible Preferred Stock valued at $42,280.

The  Company  issued  424,000  shares of its  common  stock to  consultants  for
services valued at $424,000.

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

            See notes to condensed consolidated financial statements.

                                       3
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      THREE MONTHS ENDED SEPTEMBER 30, 1999
                                   (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, 1999,  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,
     1999.  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 current
     period  results of  operations  are not  necessarily  indicative of results
     which ultimately will be reported for the full year ending June 30, 2000.

NOTE 2 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

                                         September 30, 1999        June 30,1999
                                         ------------------        ------------

        Accounts payable                     $287,600                $403,837
        Accrued expenses
          Interest                             82,598                  61,465
          Salaries                             49,468                  63,159
        Payroll Taxes Payable                   6,228                   5,712
                                             --------                --------
        Total                                $425,894                $534,173
                                             ========                ========
NOTE 3 LONG-TERM DEBT

     During July through September 1998, the Company through a private placement
     was  able  to  borrow  $485,000  through  the  issuance  of  Series  A  12%
     convertible  secured  debentures.  The  debentures  are due July 31,  2001.
     Interest  is  accrued  and  payable  on July 31 of each  year and the first
     interest  payment is due July 31, 1999.  In the event the Company  fails to
     pay the  debenture  holders any accrued  interest or principal  the default
     rate is 16% from the due date through the date paid.

     On July 15, 1998,  the Company  entered into a security  agreement with the
     debenture  holders that grants a security interest in substantially all the
     assets of the Company.

     As of September  30, 1999,  the  debentures  are  convertible  into 485,000
     shares of the Company's common stock.

     The Company also issued to the debenture  holders three year warrants which
     expire January 15, 2001 to purchase the Company's  common stock at $.50 per
     share.

     The  warrants  were valued at $310,850  by using the Black  Scholes  option
     pricing model.  Accordingly,  the debentures  were discounted for the value
     allocated to the warrants and additional  paid-in capital was recorded.  As
     of September 30, 1999 additional  interest expense of $119,969 was recorded
     and the remaining unamortized discount was $190,881.

     As of September  30,  1999,  the  discounted  value of the  debentures  was
     $294,119.

     On July 31,  1999,  the Company  failed to make an interest  payment to the
     debenture  holders.  The Company extended an offer to the debenture holders
     to convert  their debt and accrued  interest to equity in the Company.  The
     offer which was accepted by all of the existing  debenture  holders permits
     the  conversion of debt into shares of the Company's  common stock at $.375
     per share.  Interest on the debentures continues to accrue at 12% per annum
     until the filing of a registration statement is completed.

                                       4
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      THREE MONTHS ENDED SEPTEMBER 30, 1999
                                   (UNAUDITED)

NOTE 4 COMMITMENTS AND CONTINGENCIES

     On January 1, 1998,  the Company  relocated  its offices and entered into a
     three year  lease.  The total lease  payments  for fiscal year 2000 will be
     $66,600.

     On June 22,1999,  a customer filed a lawsuit  demanding a claim for loss of
     value  or  market   share  for   $1,000,000   under  the   provision  of  a
     distributorship contract that provides for arbitration on a material breach
     of contract.  The suit was amended by the customer on July 6, 1999. To date
     the  Company  was  never  notified  of a breach of  contract  for which the
     Company  has a period of time to remedy the  breach  under the terms of the
     distributorship contract. The customer has breached the contract by failing
     to pay for products, licensing fees and failing to provide the Company with
     information on the number of updates needed for the units.  The Company has
     filed a counter  claim for  payment  of the  entire  amount of the note for
     product  received by the customer and the outstanding  accounts  receivable
     balance.  Management  believes that this matter will be resolved  favorably
     and will not have an adverse effect on its financial position.

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

     The  Company  has not  declared  dividends  on  Series  A or B  Convertible
     Preferred Stock. The cumulative  dividends in arrears through September 30,
     1999, was approximately $88,000.

NOTE 5 COMMON STOCK

     As of September  30, 1999,  there are  outstanding  5,144,210 of non-public
     warrants to purchase  the  Company's  common  stock at prices  ranging from
     $0.10 to $12.50 with a weighted average price of $0.66 per share.

     As of September 30, 1999,  there were 501,582 shares of various  classes of
     Convertible  Preferred Stock  outstanding which can be converted to 840,833
     shares of common stock.

     As of September 30, 1999,  there were $485,000 of secured  debentures which
     can be converted  into  485,000  shares of the  Company's  common stock and
     $235,000 of  short-term  borrowings  which can be  converted  into  685,000
     shares of the Company's common stock.

     The total  number of shares of the  Company's  common stock that would have
     been  issuable  upon  conversion  of the  outstanding  debt,  warrants  and
     preferred  stock equaled  7,155,043  shares as of September  30, 1999,  and
     would be in addition to the 5,970,607 shares of common stock outstanding as
     of September 30, 1999.

     During the three months ended  September 30, 1999, the Company issued 1,688
     shares its Common  Stock as a result of the  conversion  of 4,228 shares of
     Series C Convertible Preferred Stock.

     During the three  months  ended  September  30,  1999,  the Company  issued
     424,000  shares of its common stock to consultants  for services  valued at
     $424,000.

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

     On July  15,  1999,  the  Company  issued  90,000  shares  of its  stock in
     connection with the exercise of warrants.

                                       5
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      THREE MONTHS ENDED SEPTEMBER 30, 1999
                                   (UNAUDITED)

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:

                                                           Outstanding
                                             -----------------------------------
                                Allocated    September 30, 1999    June 30, 1999
                                ---------    ------------------    -------------
         Series A Preferred      100,000            23,000            23,000
         Series B Preferred      200,000             3,500             3,500
         Series C Preferred    1,000,000            13,442            17,670
         Series D Preferred      375,000           375,000                --
         Series E Preferred    1,000,000                --                --
         Series P Preferred      600,000            86,640            86,640
                               ---------         ---------         ---------

      Total Preferred Stock    3,325,000           501,582           130,810
                               =========         =========         =========

     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 shares of common stock per share of Series E
     Preferred.  Series E  Preferred  has been  approved  for future  raising of
     operating funds (see Note 8).

     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 and Series D 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.

                                       6
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      THREE MONTHS ENDED SEPTEMBER 30, 1999
                                   (UNAUDITED)

     Shares of Series B Preferred were issued to holders of warrants to purchase
     such  preferred  stock.  The funding for the exercise of these warrants was
     the exchange of  $1,907,000  of principal  amount of secured and  unsecured
     notes.

     Shares of Series C Preferred  were also issued in exchange  for $262,750 of
     interest due under the secured and unsecured notes.

NOTE 7 INCOME TAXES

     There was no provision for current  income taxes for the three months ended
     September 30, 1999 and 1998.

     The federal net operating loss carry forwards of approximately  $17,632,000
     expire in varying  amounts  through 2019. In addition the Company has state
     carryforwards of approximately $2,358,000.

     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 8 EVENTS SUBSEQUENT TO SEPTEMBER 30, 1999

     The  Company  has  received  $665,000  in  subscriptions  for its  Series E
     Convertible  Preferred Stock which is convertible  into one share of common
     stock for each  shares of Series E  Preferred.  As of  November  10,  1999,
     $620,000  has  been  released  to  the  Company.  Up to  $1,000,000  may be
     subscribed according to the terms of the subscription documents.

                                       7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

     RESULTS OF OPERATIONS

     The net loss  for the  quarter  ended  September  30,  1999,  was  $241,541
     compared to a net loss of  $182,760  for the quarter  ended  September  30,
     1998.  The loss before  other  income and  expenses  for the quarter  ended
     September 30, 1999, was $174,869 on a gross profit of $46,168 compared to a
     loss before other income and expenses for the quarter  ended  September 30,
     1998,  of $181,185 on a gross profit of $59,082.  Approximately  $43,958 of
     general and  administrative  expenses for the quarter  ended  September 30,
     1999, were for consulting services and were paid using the Company's common
     stock.  These expenses comprise the majority of the difference  between the
     general and  administrative  expenses for the quarters ended  September 30,
     1999 and 1998. Additionally,  approximately $42,637 in interest expense for
     the quarter ended September 30, 1999, is  attributable to the  amortization
     of the  discounted  value  of the  debentures.  These  two  non-cash  items
     significantly  comprise  the  difference  in the net loss for the  quarters
     ended September 30, 1999 and 1998.

     Revenues for the quarter ended September 30, 1999,  were $129,597  compared
     to revenues of $191,089 for the quarter ended September 30, 1998.  Although
     sales of the  Company's  print  products  were  similar  in the  respective
     quarters,  revenue from the InfoPak, Inc. subsidiary was down approximately
     $45,000. Revenue from InfoPak for the quarter ended September 30, 1999, was
     approximately  $19,700.  Management  expects that the InfoPak  revenue will
     continue  to  diminish  as the  Company  continues  to focus  on its  print
     products.  The majority of sales of the  Company's  print  products for the
     quarter ended September 30, 1999, were to original equipment  manufacturers
     (OEMs) who have a tendency to reorder product on an on-going basis. For the
     quarter   ended   September   30,   1998,   most  of  the  sales   were  to
     advertising/design  firms.  The  Company  plans to  continue  to direct its
     marketing efforts towards OEMs.

     LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 1999, the Company had a working  capital  deficiency of
     $290,828,  compared  with  a  working  capital  surplus  of  $12,451  as of
     September 30, 1998.  During the three months ended  September 30, 1999, the
     Company raised  $375,000 net of offering costs of $37,500  through the sale
     of its Series D Preferred (see Note 6).

     The Company expects to raise an additional $700,000 through the sale of its
     Series E Preferred  Stock.  There can be no assurances that the Company can
     obtain these funds; however, the Company has already received subscriptions
     agreements for approximately $665,000. As of November 10, 1999, the Company
     has received $620,000.

     The  Company  extended  an  offer  to the  debenture  holders  and  certain
     creditors to convert  their debt to equity in the Company.  The offer which
     expired on October 15, 1999 permitted the conversion of debt into shares of
     the  Company's  common stock at $.375 per share.  As of September 30, 1999,
     the entire  outstanding  balance of $720,000 of  debentures  and $60,748 of
     accounts  payable will be converted  to 2,081,995  shares of the  Company's
     common  stock.  Interest on the  debentures  continues to accrue at 12% per
     annum until the filing of a registration statement is completed.

     YEAR 2000 COMPLIANCE

     Many currently  installed  computer systems and software products are coded
     to accept only  two-digit  entries in the date code field.  These date code
     fields will need to accept  four-digit  entries to distinguish 21st century
     dates from 20th century dates. This problem could result in system failures
     or miscalculations causing disruptions of business operations. As a result,
     computer  systems  and/or  software  used by many  companies may need to be
     upgraded  to  comply  with  such  "Year  2000"  requirements.   Significant
     uncertainty  exists  in the  software  industry  concerning  the  potential
     effects associated with such compliance.

     The  Company  believes  its  key  internal   software  systems  are  either
     compliant,  the vendors claim compliance,  or the problems can be corrected
     by  purchasing  small amounts of hardware,  software or software  upgrades,
     where  necessary.  Based on its  assessments  and  current  knowledge,  the
     Company  believes  it  will  not,  as a  result  of the  Year  2000  issue,
     experience  any material  disruptions  in internal  processes,  information
     processing or services from outside  relationships.  The Company  presently
     believes  that the Year 2000  issue will not pose  significant  operational
     problems  and the  Company  will be able to  manage  its  total  Year  2000
     transition  without  any  material  effect  on  the  Company's  results  of
     operations or financial condition.

                                       8
<PAGE>
PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Incorporated by reference from registrant's latest report on Form 10-KSB.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     On August 25, 1999, the Company  designated 375,000 shares of its preferred
     stock as Series D Preferred  Stock and  1,000,000  shares of its  preferred
     stock as Series E Preferred Stock.

     The  Series  D  Preferred  Stock  has a  liquidation  preference  over  the
     Company's common stock at a rate per each whole share of Series D Preferred
     Stock equal to $1.00. Each share of Series D Preferred Stock is convertible
     into two shares of the Company's Common Stock at any time after the date of
     issuance. The Series D Preferred Stock has piggyback registration rights to
     any registration statement filed by the Company with the SEC in the future.
     At the option of the Board of  Directors,  the  Company may call (buy back)
     the shares of Series D Preferred Stock in whole or in part, at any time and
     at the option of the Board of Directors of the  Company,  continuing  until
     all  shares  have  been  retired,  at a rate of $1.00 per share of Series D
     Preferred  Stock.  The Company  shall provide  investors  with twenty days'
     written  notice of any call and Investors may convert their Shares prior to
     the date of the call. At the option of the Board of Directors,  the Company
     may call (buy back) the shares of Series D  Preferred  Stock in whole or in
     part,  at any time and at the  option  of the  Board  of  Directors  of the
     Company,  continuing until all shares have been retired, at a rate of $1.00
     per share of Series D Preferred Stock. The Company shall provide  investors
     with twenty  days'  written  notice of any call and  Investors  may convert
     their Shares prior to the date of the call.

     On  September  1, 1999,  the  Company  completed a private  placement  (the
     "Series D Private  Placement")  of  375,000  units of its  securities  (the
     "Units"),  each  consisting of one share of Series D Preferred Stock of the
     Company and one warrant,  exercisable  at $0.25 and expiring 120 days after
     the date of  effectiveness of a registration  statement of the Company,  at
     $1.00  per  Unit.  The  Series D  Private  Placement  was  exempt  from the
     registration  provisions  of the  Securities  Act of 1033,  as amended (the
     "Act") by virtue of Section 4(2) of the Act, as  transactions  by an issuer
     not involving any public  offering.  The securities  issued pursuant to the
     Series D Private  Placement were  restricted  securities as defined in Rule
     144 of the Act.  The  offering  generated  net  proceeds  of  approximately
     $357,500.  All investors in the Series D Private  Placement were accredited
     investors as that term is defined in Rule 501 of Regulation D adopted under
     the Act.

     The Series E Preferred  Stock has a preference  over the  Company's  common
     stock at a rate per each whole share of Series E  Preferred  Stock equal to
     $1.00. Each share of Series E Preferred Stock is convertible into one share
     of the Company's  Common Stock at any time after the date of issuance.  The
     Series  E  Preferred  Stock  has  piggyback   registration  rights  to  any
     registration  statement filed by the Company with the SEC in the future. At
     the option of the Board of  Directors,  the Company may call (buy back) the
     shares of Series E Preferred  Stock in whole or in part, at any time and at
     the option of the Board of Directors of the Company,  continuing  until all
     shares  have  been  retired,  at a rate of  $1.00  per  share  of  Series E
     Preferred  Stock.  The Company  shall provide  investors  with twenty days'
     written  notice of any call and Investors may convert their Shares prior to
     the date of the call.

     The  Company is  currently  offering  a private  placement  (the  "Series E
     Private Placement") of a maximum of 1,000,000 units of its securities, each
     unit consisting of one share of Series E Preferred Stock of the Company and
     one warrant,  exercisable  at $0.50 and expiring 120 days after the date of
     effectiveness  of a  registration  statement of the  Company,  at $1.00 per
     Unit.  The  Series E  Private  Placement  is exempt  from the  registration

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<PAGE>
     provisions of the Act by virtue of Section 4(2) of the Act, as transactions
     by an issuer not  involving  any public  offering.  The  securities  issued
     pursuant to the Series E Private  Placement  are  restricted  securities as
     defined  in Rule 144 of the Act.  The  Company  has  received  $665,000  in
     subscriptions for its Series E Convertible  Preferred Stock. As of November
     10, 1999,  $620,000 has been released to the Company.  All investors in the
     Series E Private Placement are accredited investors as that term is defined
     in Rule 501 of Regulation D adopted under the Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     On July 31,  1999,  the Company  failed to make an interest  payment to the
     holders of the Series A 12%  convertible  secured  debentures.  Interest is
     accrued and payable of July 31 of each year.  The total  arrearage  owed by
     the Company is $58,430. All of the debenture holders have agreed to convert
     the full value of their  debentures  and any  interest  into  shares of the
     Company's common stock at $0.375 per share.

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

     The following documents are filed as part of this report:

     (a)  The following Exhibits are filed herein:

          27.1 Financial Data Schedule

     (b)  Reports on Form 8-K filed:

          The Company  filed a current  report on Form 8-K dated  September  13,
          1999, with the Securities and Exchange  Commission  reporting that the
          Company  completed a private placement of 375,000 shares of its Series
          D Convertible Preferred Stock.


                                   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: November 10, 1999           By: /s/ John D. McPhilimy
                                      ------------------------------------------
                                      John D. McPhilimy, Chairman, President
                                      and Chief Executive Officer


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