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, 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 March  31,  1999,  the  number  of  shares  of  Common  Stock  issued  and
outstanding was 3,696,404.

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 - March 31, 1999
         and June 30, 1998                                                   1

         Condensed Consolidated Statement of Operations - For the three
         and nine months ended March 31, 1999 and 1998                       2

         Condensed Consolidated Statement of Cash Flows - For the nine
         months ended March 31, 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                                             N/A
     Item 2. Changes in Securities                                         N/A
     Item 3. Defaults Upon Senior Securities                               N/A
     Item 4. Submission of Matters to a Vote of Security Holders           N/A
     Item 5. Other Information                                             N/A
     Item 6. Exhibits and Reports on Form 8-K                                9

SIGNATURES                                                                   9
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     March 31,       June 30,
                                                       1999            1998
                                                   ------------    ------------
                                                    (Unaudited)
                                     ASSETS
Current assets
  Cash                                             $      2,550    $     15,910
  Current portion of notes receivable                    37,574         119,461
  Accounts receivable, trade, net of
    allowance for bad debts of $215,743                  28,492         144,620
  Inventory                                              87,915          69,364
  Prepaid expenses                                        8,621          25,678
                                                   ------------    ------------
Total current assets                                    165,152         375,033
                                                   ------------    ------------
Equipment
  Equipment                                             402,878         370,344
  Furniture and fixtures                                 50,440          24,217
                                                   ------------    ------------
                                                        453,318         394,561
  Less accumulated depreciation                         271,757         233,509
                                                   ------------    ------------
                                                        181,561         161,052
                                                   ------------    ------------
Other assets
  Notes receivable net of current portion,
   net of allowance for bad debts of $360,506            45,589         342,377
  Deferred financing costs                               27,753              --
  Patent rights and other assets                         36,774          42,379
                                                   ------------    ------------
                                                        110,116         384,756
                                                   ------------    ------------
Total assets                                       $    456,829    $    920,841
                                                   ============    ============

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
  Short-term borrowings                            $     81,640    $     79,500
  Current portion of long-term debt                          --          75,000
  Current portion of obligations under
    capital leases                                       23,916          16,476
  Accounts payable, accrued expenses
    and other liabilities                               620,068         439,977
                                                   ------------    ------------
Total current liabilities                               725,624         610,953

Long-term debt, net of current portion                  485,000              --
Obligations under capital leases                         87,549         102,586
                                                   ------------    ------------
Total liabilities                                     1,298,173         713,539
                                                   ------------    ------------
Commitments and contingencies                                --              --

Stockholders equity (deficiency)
  Preferred stock - $.001 par value, authorized
    10,000,000 shares; issued and outstanding -
    132,911 shares at March 31, 1998, and 133,321
    shares at June 30, 1998                                 133             133
  Additional paid-in capital                            679,177         683,278
                                                   ------------    ------------
                                                        679,310         683,411
  Common stock - $.001 par value, authorized
    100,000,000 shares; issued and outstanding -
    3,696,404 shares at March 31, 1998 and
    3,612,101 shares at June 30, 1998                     3,696           3,612
  Additional paid-in capital                         18,893,153      18,862,075
  Deficit                                           (20,417,503)    (19,341,796)
                                                   ------------    ------------
Total stockholders' equity (deficiency)                (841,344)        207,302
                                                   ------------    ------------
Total liabilities and stockholders'
  equity (deficiency)                              $    456,829    $    920,841
                                                   ============    ============

            See notes to condensed consolidated financial statements.

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

                                               Three Months Ended              Nine Months Ended
                                                    March 31,                        March 31
                                           ---------------------------     ---------------------------
                                               1999            1998            1999            1998
                                           -----------     -----------     -----------     -----------
<S>                                        <C>             <C>             <C>             <C>
Operating revenue                          $    28,531     $   208,526     $   438,932     $   380,777
Cost of sales                                   22,748          72,036         275,052         236,879
                                           -----------     -----------     -----------     -----------
Gross profit                                     5,783         136,490         163,880         143,898
                                           -----------     -----------     -----------     -----------
Operating expenses
  Engineering and development costs             39,305          69,096         114,199         182,476
  Marketing expenses                            73,699           7,935         242,671         122,014
  General and administrative expenses          152,311         161,193         494,078         463,082
                                           -----------     -----------     -----------     -----------
Total operating expenses                       265,315         238,224         850,948         767,572
                                           -----------     -----------     -----------     -----------
Loss before other income (expenses)           (259,532)       (101,734)       (687,068)       (623,674)
                                           -----------     -----------     -----------     -----------
Other income (expenses)
  Interest expense                             (18,925)        (46,861)        (48,634)        (76,451)
  Interest income                               10,726          13,284          32,024          20,496
  Forgiveness of accrued compensation               --              --              --         106,148
  Loss on sale of equipment                         --              --              --         (18,881)
  Loss on default of note receivable          (372,030)             --        (372,030)             --
  Gain on sale of product line                      --              --              --         410,000
                                           -----------     -----------     -----------     -----------
                                              (380,229)        (33,577)       (388,640)        441,313
                                           -----------     -----------     -----------     -----------
Net loss                                   $  (639,761)    $  (135,311)    $(1,075,708)    $  (182,361)
                                           ===========     ===========     ===========     ===========
Net loss per share of common stock         $      (.17)    $      (.05)    $      (.30)    $      (.06)
                                           ===========     ===========     ===========     ===========
Weighted average shares of common stock
 outstanding                                 3,661,478       2,991,376       3,631,670       2,918,623
                                           ===========     ===========     ===========     ===========
</TABLE>
            See notes to condensed consolidated financial statements.

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


                                                    Nine Months Ended March 31,
                                                    ---------------------------
                                                       1999             1998
                                                    -----------       ---------
Cash flows from operating activities
  Net loss                                          ($1,075,708)      ($182,361)
  Total adjustments to reconcile net loss
   to net cash used in operating activities             733,535        (312,170)
                                                    -----------       ---------
Net cash used in operating activities                  (342,173)       (494,531)
                                                    -----------       ---------
Cash flows from investing activities
  Proceeds from payments on notes receivable             17,428              --
  Proceeds from sale of equipment                            --          10,000
  Purchase of furniture and equipment                   (58,758)        (10,200)
                                                    -----------       ---------
Net cash used in investing activities                   (41,330)           (200)
                                                    -----------       ---------
Cash flows from financing activities
  Payment of obligations under capital lease             (7,597)             --
  Payment of debt obligations                           (75,000)        (75,000)
  Proceeds from issuance of debt net of
   deferred financing costs of $34,400                  450,600              --
  Proceeds from unsecured promissory notes                   --          96,000
  Deferred offering costs                                    --         (74,564)
  Change in short-term borrowing                          2,140              --
  Proceeds from secured promissory notes, net
   of financing costs of $24,500                             --         325,500
  Exercise of warrants to purchase common stock              --          10,000
  Sale of common stock, net of offering costs                --         135,000
                                                    -----------       ---------
Net cash provided by financing activities               370,143         416,936
                                                    -----------       ---------
Net decrease in cash                                    (13,360)        (77,795)
Cash, beginning                                          15,910         109,566
                                                    -----------       ---------
Cash, ending                                        $     2,550       $  31,771
                                                    ===========       =========
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest          $    25,524       $      --
                                                    ===========       =========
  Issuance of common stock in connection with
     Consulting services                            $    27,062       $  21,250
                                                    ===========       =========
     Compensation                                   $        --       $   2,750
                                                    ===========       =========

Supplemental disclosure of non-cash investing and financing activities:

During the nine months ended March 31, 1999, 163 shares of the Company's  Common
Stock  were  issued  as a result  of the  conversion  of 410  shares of Series C
Convertible Preferred Stock valued at $4,100.

            See notes to condensed consolidated financial statements.

                                       (3)
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        NINE MONTHS ENDED MARCH 31, 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, 1998,  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,
     1998.  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, 1999.

NOTE 2 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

                                             March 31, 1999      June 30,1998
                                             --------------      ------------
     Accounts payable                           $504,095           $370,633
     Accrued expenses
          Interest                                40,417             20,886
          Salaries                                75,280             43,587
     Payroll Taxes Payable                           276              4,871
                                                --------           --------
     Total                                      $620,068           $439,977
                                                ========           ========

NOTE 3 LONG-TERM DEBT

     Long-term debt consisted of the following:

                                             March 31, 1999      June 30,1998
                                             --------------      ------------
     12% secured debentures due
       July 31, 2001(1)                         $485,000            $    --

     10% secured notes due in January
       and February 1998                              --             75,000
                                                --------            -------
                                                 485,000             75,000
          Less current portion                        --             75,000
                                                --------            -------
          Long term portion                     $485,000            $    --
                                                --------            -------

     (1)  Interest is calculated at 12% per annum and is payable  yearly on July
          31,  beginning  July 31, 1999.  The Company  borrowed  $475,000 net of
          financing  costs of  $34,400.  The  Series A 12%  Convertible  Secured
          Debentures   include  warrants  to  purchase  485,000  shares  of  the
          Company's   common  stock  at  $0.50  per  share.   The  warrants  are
          exercisable through January 15, 2001. The notes are secured by all the
          assets of the Company,  except for the Company's  accounts  receivable
          and assets acquired pursuant to purchase-money financing transactions.
          The notes are convertible into one share for each $1.00 of outstanding
          debt and unpaid  interest is also  convertible  to common stock at the
          rate of one share for each $1.00 of unpaid interest.

                                       (4)
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        NINE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)


NOTE 4 COMMITMENTS AND CONTINGENCIES

     On January 1, 1998,  the Company  relocated  its offices and entered into a
     three year lease at a minimum rental of $44,950 per year.

     Effective  January 24, 1997, the Company  vacated its studio and production
     facilities  in  Philadelphia,  Pennsylvania.  There  are  several  disputed
     invoices  outstanding  that  amount to less  than  $2,000  that  management
     expects to resolve in its favor.

     On March 12, 1997,  Douglas J. Wright filed a lawsuit in the United  States
     District Court, Eastern District of Pennsylvania,  against the Company. Mr.
     Wright is a former  officer and employee of the Company.  In the complaint,
     Mr. Wright alleges that he was damaged by the Company's refusal to register
     warrants to purchase stock in the Company.  Mr. Wright  alleges  damages in
     the amount of $1,549,375,  representing the alleged  difference between the
     market price of the Company's  stock and Mr.  Wright's  costs of exercising
     the warrants.  Mr.  Wright  alternatively  seeks an injunction  against the
     Company "from withdrawing or completing its registration  statement without
     including  the stock of the  plaintiff."  The Company  moved to dismiss the
     compliant for improper venue, or in the alternative,  to transfer to United
     States District Court, District of Arizona. The court granted the Company's
     motion to  transfer.  On July 17,  1997,  the  Company  filed  its  answer,
     affirmative  defenses  and  counterclaim.  Mr.  Wright  did not  answer the
     counterclaim in a timely fashion and the court entered a default  judgement
     against Mr. Wright on the counterclaim on September 9, 1997. The Company is
     seeking summary judgement against Mr. Wright on this claim.

     In July 1996,  the Company filed a complaint in the United States  District
     Court for the Eastern  District of Pennsylvania  (No.  96-CV-5259)  against
     Dimensional  Graphic  Sales,  Inc.  ("DGS").  In the  complaint the Company
     alleges  that it  delivered  an  order  to DGS and  properly  invoiced  DGS
     pursuant  to a sales and  marketing  agreement.  DGS  attempted  to pay the
     invoice  in full by  tendering  a check  for an  amount  less than the full
     amount of the invoice and placing a  restrictive  endorsement  on the check
     which purported to constitute payment in full for the invoice.  The Company
     crossed out the restrictive  endorsement and attempted to deposit the check
     only to  subsequently  learn that DGS had stopped  payment on the check. In
     its  complaint  the  Company is  seeking  $213,522  the full  amount of the
     invoice  together  with  interest  costs and such other relief as the court
     deems just and proper. DGS filed a counterclaim  against the Company for an
     unspecified  amount  in  excess  of  $100,000.  The  matter  has moved to a
     deferred status while the parties engage in settlement negotiation.

     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 March 31, 1999
     was approximately $78,300.

NOTE 5 COMMON STOCK

     As of March  31,  1999,  there  are  outstanding  4,598,710  of  non-public
     warrants to purchase  the  Company's  common  stock at prices  ranging from
     $0.25 to $12.50 with a weighted average price of $0.83 per share.

     As of March 31,  1999,  there were  132,911  shares of  various  classes of
     Convertible  Preferred Stock  outstanding  which can be converted to 98,764
     shares of common stock.

                                       (5)
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        NINE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)

     As of March 31, 1999,  there were $485,000 of secured  debentures which can
     be converted into 485,000 shares of the Company's  common stock and $75,000
     of unsecured notes which can be converted into 75,000 shares.

     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 5,257,474 shares as of March 31, 1999, and would be
     in addition to the 3,696,404 shares of common stock outstanding as of March
     31, 1999.

     The Company issued on September 10, 1998, 127 shares of its common stock as
     a result of a conversion  of 318 shares of Series C  convertible  Preferred
     Stock.

     The Company issued on December 29, 1998, 36 shares of its common stock as a
     result of a  conversion  of 92 shares  of  Series C  convertible  Preferred
     Stock.

     In November  and  December  1998 the Company  issued  29,714  shares of its
     common stock to two consultants to the Company.

     In the three months ended March 31, 1999,  the Company issued 54,428 shares
     of its common stock to a consultant to the Company.

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      March 31, 1998   June 30, 1998
                                 ---------      --------------   -------------
        Series A Preferred         100,000          23,000           23,000
        Series B Preferred         200,000           5,000            5,000
        Series C Preferred       1,000,000          18,271           18,681
        Series P Preferred         600,000          86,640           86,640
                                 ---------         -------          -------

     Total Preferred Stock       1,950,000         132,911          133,321
                                 =========         =======          =======

     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.

                                       (6)
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        NINE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)

     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 and Series B 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.

     The 190,700 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. On December 3, 1996,  185,700 shares of Series B Preferred
     were exchanged for 891,360 shares of the Company's common stock.

     The 26,275  shares of Series C Preferred  were also issued in exchange  for
     $262,750 of interest due under the secured and unsecured notes.  Holders of
     8,004 shares of Series C Preferred Stock have subsequently  converted their
     shares into the Company's common stock.

NOTE 7 INCOME TAXES

     There was no provision  for current  income taxes for the nine months ended
     March 31, 1999 and 1998.  The federal net operating  loss carry forwards of
     approximately $16,539,000 expire in varying amounts through 2018.

     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 MARCH 31, 1999

     During April 1999, the Company received additional  short-term financing of
     $160,000 in the form of notes due in six months  with an  interest  rate of
     12% and an  extension  period  of  three  months  at  15%.  The  notes  are
     convertible at the rate of four shares of stock for every dollar converted.

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

     THREE MONTHS ENDED MARCH 31, 1999 AND 1998

     LIQUIDITY AND CAPITAL RESOURCES

     As of March 31,  1999,  the Company  had a working  capital  deficiency  of
     $560,472,  compared  with a working  capital  deficiency  of $485,598 as of
     March 31,  1998.  Total  assets  as of March 31,  1999,  were  adjusted  by
     $360,500  as a result  of  establishing  an  allowance  for bad  debts on a
     defaulted note receivable. The current portion of the note receivable which
     was  classified  as a current  asset  totaling  approximately  $170,000 was
     reclassified  to other  assets.  The Company has been unable to collect the
     required  monthly  payments from the noteholder.  The Company has exhausted
     its efforts and at this time  management  is not  confident  that this note
     will be paid.  There was a restructuring  of the note in the second quarter
     to give the  noteholder  some  breathing  room to complete  some  corporate
     restructuring  to repay  the note in full.  This  restructuring  was  never
     completed  and the payments  due on the note  ceased.  The note and related
     allowance for bad debts will be carried on the books until the issue can be
     resolved.

     During  the  three  months  ended  March 31,  1999,  the  Company  received
     additional  short-term  financing  of  $75,000 in the form of six month 12%
     convertible  notes.  These notes pay at an interest  rate of 12% and have a
     three  month  extension  period at an interest  rate of 15%.  The notes are
     convertible at the rate of one shares of stock for every dollar  converted.
     In  addition,  during  April an  additional  $160,000  was  received by the
     Company (See Note 8).

     The Company  requires  additional  working capital in order to maintain its
     current level of operations.  The Company  anticipates  raising  additional
     capital   through  either  a  private   placement  of  preferred  stock  or
     debentures.  There can be no  assurances  that the Company  will be able to
     obtain funds.  The Company has been  financing its  operations by factoring
     its accounts receivable and deferring certain accounts payable.

     RESULTS OF OPERATIONS

     The net loss for the quarter ended March 31, 1999, was $639,761 compared to
     a net loss of $135,311 for the quarter  ended March 31,  1998.  The primary
     reasons for the greater loss for the quarter ended March 31, 1999, compared
     to the quarter  ended March 31, 1998,  was  significantly  lower  operating
     revenue and the write-off of a notes receivable, including accrued interest
     of $11,524, totaling $372,030.  Without the write-off for bad debt, the net
     loss for the quarter ended March 31, 1999, would have been $267,731.

     Revenue  for the  quarter  ended March 31,  1999,  was $28,531  compared to
     revenue of $208,526  for the  quarter  ended  March 31,  1998.  The lack of
     operating  revenue for the quarter  ended March 31, 1999,  is primarily the
     result of a  substantial  effort by  management  of the  Company  to secure
     capital to maintain current operations, fulfill larger orders, and position
     the Company where it is able to grow.

     NINE MONTHS ENDED MARCH 31, 1999 AND 1998

     LIQUIDITY AND CAPITAL RESOURCES

     In July 1998 the  Company  paid off $75,000 of debt that was secured by all
     of the assets of the  corporation.  During the nine months  ended March 31,
     1999, the Company raised $485,000 through the placement of its Series A 12%
     Convertible  Secured  Debentures  (see Note 3). An  additional  $75,000 was
     raised   through  the  issuance  of  short-term  12%   convertible   notes.
     Additionally,  approximately  $97,400  of  accounts  receivable  have  been
     factored to meet short term cash needs.

                                       (8)
<PAGE>
     The Company is focusing most of its resources and efforts towards marketing
     its print  products.  Therefore,  it has offered its  subsidiary,  InfoPak,
     Inc., for sale. The Company needs  additional  funding in order to maintain
     current operations.  The Company is not generating sufficient revenues from
     operations to cover its cost  structure and has been funding its operations
     by selling its securities in private placements,  short-term borrowing, and
     sale of its products.

     RESULTS OF OPERATIONS

     The net loss for the nine  months  ended  March 31,  1999,  was  $1,075,708
     compared  to a net loss of  $182,361  for the nine  months  ended March 31,
     1998.  The nine months ended March 31, 1998,  would have  resulted in a net
     loss of $698,509 without the forgiveness of accrued compensation by certain
     officers  of the  Company  totaling  $106,149  and  without the sale of the
     InfoPak Real Estate Product Line totaling  $410,000.  The nine months ended
     March 31, 1999,  would have resulted in a net loss of $703,678  without the
     write-off of the note  receivable  associated  with the sale of the InfoPak
     Real Estate Product Line. The loss before other income and expenses for the
     nine months  ended March 31, 1999,  was $687,068  compared to a loss before
     other income and  expenses  for the nine months  ended March 31,  1998,  of
     $623,674.

     Revenue for the nine months ended March 31, 1999, was $438,932  compared to
     a revenue of $380,777  for the nine months  ended March 31,  1998.  For the
     nine months  ended March 31,  1999,  the Company  recorded  sales  totaling
     approximately  $326,199 0f its DV3D(R)  AnimotionTM print products compared
     to sales of  approximately  $186,965  for the nine  months  ended March 31,
     1998.  Although the revenue for the nine months  ended March 31,  1999,  is
     higher than for the nine months ended March 31,  1998,  the majority of the
     Company's  fiscal  year  1999  sales  came  from the  first  six  months of
     operations.  As indicated in the results of operations for the three months
     ended March 31,  1999,  the Company has been unable to focus its efforts on
     sales during the third  quarter (see  Results of  Operations  for the Three
     Months ended March 31, 1999).

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     The following documents are filed as part of this report:

     1.   The following Exhibits are filed herein:

          27.0 Financial Data Schedule

     2.   Reports on Form 8-K filed:

          None

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

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