<PAGE>   1




                    U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A

(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, 1995
                                ----------------------------------------------
         
[     ]  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 Group, Ltd.
------------------------------------------------------------------------------
       (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.)

               718 Arch Street, Suite 202N, Philadelphia, PA 19106
------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (215)440-7791
------------------------------------------------------------------------------
                          (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 November 13, 1995, the number of shares of Common Stock issued and
outstanding was 17,601,098.
<PAGE>   2



                        DIMENSIONAL VISIONS GROUP, LTD.

                                     INDEX



<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                             Number
                                                                                                             ------
<S>                                                                                                          <C>
PART I - FINANCIAL  INFORMATION

         Item 1.  Financial Statements

           Consolidated Condensed Balance Sheets - September 30, 1995
             and June 30, 1995 ..............................................................................    1
                                                                                                         
           Consolidated Condensed Statements of Operations - For the three                               
             months ended September 30, 1995 and 1994 .......................................................    2
                                                                                                         
           Consolidated Condensed Statements of Cash Flows - For the three                               
             months ended September 30, 1995 and 1994........................................................    3
                                                                                                         
           Notes to Consolidated Condensed Financial Statements..............................................    4
                                                                                                         
         Item  2.  Management's Discussion and analysis of Financial Conditions                          
                   and Results of Operations.................................................................   14
                                                                                                         
                                                                                                         
PART II - OTHER INFORMATION
         Item 1.   Legal Proceedings.........................................................................   16
         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..........................................................   17

SIGNATURES...................................................................................................   18
                                                                                                                                 
</TABLE>
<PAGE>   3
PART I - FINANCIAL INFORMATION
Item 1.     Financial Statements

       DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED BALANCE SHEETS
                                                          
                               ASSETS                            
                                                          
<TABLE>
<CAPTION>
                                       September 30,      June 30,     
                                            1995            1995       
                                        ----------      ----------   
                                       (Unaudited)                    
<S>                                     <C>             <C>          
Current assets                                            
   Cash and cash equivalents            $  948,547      $  227,972   
   Accounts receivable, trade              233,539          18,690   
   Inventory                               136,685          26,453   
   Prepaid supplies and expenses             8,743          43,361   
                                        ----------      ----------   
Total current assets                     1,327,511         316,476   
                                        ----------      ----------   
Equipment and leasehold improvements                                          
   Equipment                             1,862,830       1,628,028   
   Furniture and fixtures                  136,932         134,938   
   Leasehold improvements                  109,446         109,446   
                                        ----------      ----------   
                                         2,109,208       1,872,412   
   Less accumulated depreciation and                                        
     amortization                        1,998,336       1,791,049   
                                        ----------      ----------   
Net equipment and leasehold improvement    110,872          81,363   
                                        ----------      ----------   
Other assets                                              
   Goodwill, net of accumulated                                           
    amortization of $8,550               1,017,584               -         
   Deferred compensation and                                      
    consulting costs                        68,090               -
Patent rights, and other assets             53,519          53,398   
                                        ----------      ----------   
Total other assets                       1,139,193          53,398   
                                        ----------      ----------   
Total assets                            $2,577,576      $  451,237   
                                        ==========      ==========   
                                                          
          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)         
                                                                  
                                        September 30,    June 30,
                                           1995            1995 
                                       -----------    -----------
                                         (Unaudited)              
 Current liabilities                                              
    Note payable                       $         -    $    50,000
    Current portion of long-term debt      470,000                
    Accounts payable, accrued                                     
     expenses and other liabilities        779,466        404,489 
                                       -----------    -----------
 Total current liabilities               1,249,466        454,489 
                                       -----------    -----------
 Long term debt                                                   
    Secured notes                        1,512,000      1,837,000 
    Accrued interest                       162,135        210,741 
                                       -----------    -----------
                                         1,674,135      2,047,741 
                                       -----------    -----------
 Commitments and contingencies                   -              -        
                                       -----------    -----------
 Stockholders' equity (deficiency)  
   Preferred stock - $001 par                                       
    value, authorized - 2,000,000                                   
    shares; issued and                                              
    outstanding - 638,279 shares                                    
    at September 30, 1995, and                                      
    77,250 shares at June 30, 1995             638             77 
      Additional paid in capital         2,374,558        772,423 
                                       -----------    -----------
                                         2,375,197        772,500 
   Common stock - $001 par value,                                   
     authorized - 20,000,000                                        
     shares issued and outstanding                                  
     - 17,601,098 shares at                                         
     September 30, 1995;                                            
     16,936,098 shares at June 30, 1995     17,601         16,936 
   Additional paid-in capital           12,426,552     11,881,927 
   Deficit                             (15,165,375)   (14,722,356) 
                                       -----------    -----------
 Total stockholders' equity                                       
  (deficiency)                            (346,025)    (2,050,993) 
                                       -----------    -----------
 Total liabilities and                                            
  stockholders' equity                 $ 2,577,576    $   451,237 
                                       ===========    =========== 
</TABLE>
See notes to condensed consolidated financial statements.

                                        1
<PAGE>   4



                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                 Three Months Ended September 30,
                                                                 -------------------------------
                                                                    1995                1994
                                                                 ----------           ----------
<S>                                                              <C>                  <C>
Operating revenue                                                $  213,036           $   14,124

Cost of Sales                                                       159,416               17,599
                                                                 ----------           ----------
                                                   
Gross profit (loss)                                                  53,620               (3,475)
                                                   
Operating expenses                                 
                                                   
   Engineering and development costs                                 59,538              107,725

   Marketing expenses                                                54,707               34,021
                                                   
   General and administrative expenses                              327,740              107,779
                                                                 ----------           ----------
Total operating expenses                                            441,985              108,779
                                                                 ----------           ----------
Loss before other income (expenses)                                (388,365)            (254,000)
                                                                 ----------           ----------
Other income (expenses)                            
                                                   
   Interest expense                                                 (50,615)             (30,001)
                                                   
   Interest income                                                    2,512                  338
                                                   
   Gain on sale or abandonment of equipment                           2,000                2,411

   Amortization of Goodwill                                          (8,550)                  -
                                                                 ----------           ----------
                                                                    (54,653)             (27,252)
                                                                 ----------           ----------
Net loss                                                          $(443,018)           $(281,252)
                                                                 ----------           ----------
                                                   
Net loss per share of common stock                                    ($.03)               ($.02)
                                                                     ======               ======
Weighted average shares of common stock outstanding              16,955,609           16,361,098
                                                                 ==========           ==========
</TABLE>





           See notes to condensed consolidated financial statements.





                                       2
<PAGE>   5



                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATE STATEMENTS OF CASH FLOWS
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                              Three Months Ended September 30,
                                                              --------------------------------

                                                                 1995              1994
                                                                 ----              ----
<S>                                                            <C>                <C>
Cash flows from operating activities

   Net loss                                                     $ (443,018)       $ (281,252)
                                                           
   Total adjustments to reconcile net loss to net cash
     used in operating activities                                  119,257           102,687
                                                              ------------      ------------

    Net cash used in operating activities                         (323,761)         (178,565)
                                                               -----------       -----------

Cash flows from investing activities

   Cash acquired in acquisition                                    275,632

   Proceeds from sale of equipment                                   2,000             3,108

   Property and equipment and progress payments
    on equipment under construction                                 (4,096)             (531)
                                                               -----------       -----------

Net cash provided by investing activities                          273,536             2,577
                                                                ----------        ----------
Cash flows from financing activities

Proceeds from long-term borrowing                                  145,000           112,000

Sale of common stock, net of offering cost of $75,000              675,000             -

Exercise of warrants to purchase common stock                          800             -

Payment of note                                                    (50,000)            -     
                                                               -----------   ---------------


Net cash provided by financing activities                          770,800           112,000
                                                                ----------        ----------

Net increase (decrease) in cash and cash equivalents               720,575           (63,988)

Cash and cash equivalents, beginning                               227,972           118,034
                                                                ----------         ---------
Cash and cash equivalents, ending                                 $948,547           $54,046
                                                                ==========        ==========

Supplemental disclosures of cash flow information
   Cash paid during the period for:
        Interest paid                                             $   -           $   -       
                                                                 ==========       ==========
</TABLE>


Supplemental disclosure of non-cash investing and financing activities

    800,000 shares of the Company's Common Stock was issued as a result of the
    conversion of 20,000 shares of Series A Convertible Preferred Stock valued
    at $200,000.

    The Company acquired all of the outstanding Common Stock of InfoPak, Inc.
    In exchange for 500,000 shares of Series P Convertible Preferred Stock
    valued at $1,250,000, the cancellation of debt to certain shareholders of
    InfoPak, Inc. in exchange for 31,379 Series P Convertible Preferred shares
    valued at $78,448.  The Company acquired assets valued at $442,769,
    (including cash of $275,632), and the assumption of liabilities of
    $103,590.  In addition, certain employees under contract and a consultant
    received 17,500 shares of Series P Convertible Preferred Stock valued at
    $43,750 as a signing bonus.

    In connection with the sale of 3,000,000 shares of the Company's Common
    Stock, certain stockholders, consisting mainly of officers and directors,
    surrendered 3,215,000 of the Company's common stock in exchange for 32,150
    shares of Series S Preferred Stock.
   
    The Company issued 1,000,000 warrants to the Chief Executive Officer and
    500,000 warrants to the financial consultant to the Company to purchase the
    Company's Common Stock at $0.25 and $0.15, respectively.  The warrants
    issued to the financial consultant were valued at $100,000, and was
    expensed.  In addition, in connection with the sale of the 3,000,000 shares
    of the Company's Common Stock for $675,000 net of commissions, an
    additional 1,250,000 of warrants to purchase the Company's Common Stock
    ($750,000 at $0.15 and $500,000 at $0.50).
            
           See notes to condensed consolidated financial statements.





                                       3
<PAGE>   6
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     THREE MONTHS ENDED SEPTEMBER 30, 1995

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, 1995 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/A-1 for the
         fiscal years ended June 30, 1995.  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, 1996.

NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         DESCRIPTION OF BUSINESS, FINANCING AND BASIS OF FINANCIAL STATEMENT
         PRESENTATION

         Dimensional Visions Group, Ltd. (the "Company") was incorporated in
         Delaware on May 12, 1988.  The Company, was a development stage
         company through June 30, 1994 and had accumulated a deficit during the
         development stage of $13,530,024.  The Company produces and markets
         lithographically printed stereoscopic prints commonly referred to as
         three-dimensional prints.  The prints may be viewed without the use
         of special glasses or viewing apparatus.

         The Company has financed its development through the sale of its
         securities, loans and sale of surplus equipment and by certain
         employees and consultants deferring their compensation.  The Company
         has had limited sales of its product since July of 1994.

         On September 12, 1995, the Company, through a wholly-owned subsidiary,
         acquired all the outstanding capital stock of InfoPak, Inc.
         ("InfoPak"), located in Phoenix, Arizona.  InfoPak manufactures and
         markets hardware and software information and method products and
         programs.  References herein to the "Company" include Dimensional
         Visions Group, Ltd. and its wholly-owned subsidiaries.

         LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 1995, the Company had working capital of $78,045,
         compared with a working capital deficiency of $138,013 on June 30,
         1995.  During the period ended September 30, 1995, the Company raised
         $145,000 through the sale of its promissory notes, $675,000 in a
         private placement of its Common Stock net of offering costs of $75,000
         and the issuance of 1,250,000 warrants to purchase the Company's
         Common Stock, at $.15 per share (750,000 shares) and $.50 per share
         (500,000 shares), and the exercise of 80,000 warrants to purchase the
         Company's Common Stock at $.01 per share ($800).  The Company's
         selling and marketing efforts have been limited due to inadequate
         funding.

         The Company has incurred losses since inception of $15,165,375.
         Unless the Company can (1) successfully  market its products, (2)
         obtain such capital contributions 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 operate profitably, the
         Company may be unable to continue as a going concern.





                                       4
<PAGE>   7
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     THREE MONTHS ENDED SEPTEMBER 30, 1995

NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

         Management's plan to address these issues includes (a) increased sales
         and marketing efforts of the Company's DV3D(TM) and InfoPak products,
         (b) exercise tight cost controls to conserve cash, (c) raise
         additional funds through the issuance of either debt or equity,
         private placements, and (d) evaluate possible additional merger or
         acquisition opportunities.

         If operations are maintained at the current level, the cash
         anticipated to be generated by operations and the funds currently on
         deposition, should, in management's opinion, be sufficient to meet the
         Company's cash needs for the remainder of fiscal year ending June 30,
         1996.  However, the Company is continuing to seek additional outside
         financing.

         There is, of course, no assurance that management's actions will
         continue to generate sufficient cash at a level necessary to sustain
         the Company's operations.  Unless the Company can achieve its plan as
         indicated above, the continuence of the business cannot be assured.

         The consolidated financial statements have been prepared on the basis
         that the Company is a going concern and do not reflect any adjustments
         that might result from the outcome of the uncertainties described
         above.

         CONSOLIDATION POLICY

         The consolidated financial statements include the accounts of the
         Company and its wholly-owned subsidiaries, InfoPak, Inc., DVG
         Plastics, Inc., Digital Dimensions, Inc. and DV3D Images, Inc.  The
         latter three subsidiaries are inactive companies.  All significant
         intercompany balances and transactions have been eliminated in
         consolidation.

         INVENTORY

         Inventory is stated at the lower of cost or market.  Cost is
         determined by the first in first out method.

         EQUIPMENT AND LEASEHOLD IMPROVEMENTS AND DEPRECIATION AND AMORTIZATION

         Equipment and leasehold improvements are stated at cost.  Depreciation
         and amortization are provided by the use of the straight-line method
         over the estimated useful lives of the assets as follows:

<TABLE>
                 <S>                                        <C>
                 Equipment                                  5-7 years
                 Furniture and fixtures                     5 years
                 Leasehold improvements                     Term of the initial operating lease (5 years)
</TABLE>

         PATENT RIGHTS AND OTHER ASSETS

         PATENT RIGHTS

         Costs incurred to acquire patent rights and the related technology are
         amortized over the shorter of the estimated useful life or the
         remaining term of the patent rights.  In the event





                                       5
<PAGE>   8
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     THREE MONTHS ENDED SEPTEMBER 30, 1995


NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

         PATENT RIGHTS (CONTINUED)

         that the costs of patent rights and/or acquired technology are
         abandoned, the write off will be charged to expense in the period the
         determination is made to abandon them.

         GOODWILL

         Goodwill of $1,026,134 was incurred by the Company as a result of its
         acquisition of InfoPak on September 12, 1995 and is being amortized on
         a straight-line basis over 5 years.

         ENGINEERING AND DEVELOPMENT COSTS

         The Company charges to Engineering and Development Costs all items of
         a non-capital nature related to bringing a "significant" improvement
         to its product.  Such costs include salaries and expenses of employees
         and consultants, the conceptual formulation, design, and testing of
         the products and prototypes.

         INCOME TAXES

         Effective July 1, 1993, the Company adopted Statement of Financial
         Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes."
         This statement supersedes Accounting Principles Board Opinion No. 11,
         "Accounting for Income Taxes."  Deferred income taxes reflect the net
         tax effect of (a) temporary differences between the carrying amounts
         of assets and liabilities for financial reporting purposes and the
         amounts used for income tax purposes, and (b) operating loss
         carryforwards.

         NET LOSS PER SHARE OF COMMON STOCK

         Net loss per share of common stock is based on the weighted average of
         shares of common stock outstanding.  Outstanding warrants or options
         are not considered in the calculation of net loss per share of common
         stock, as they would have an anti-dilute effect.

NOTE 3   ACQUISITION

         On September 12, 1995, the Company acquired all the outstanding common
         stock of InfoPak, Inc. in exchange for 500,000 shares of Series P
         Convertible Preferred stock valued at $1,250,000.  The Company has
         accounted for this transaction as a purchase and accordingly, the
         acquisition resulted is the Company recording goodwill of $1,026,134,
         which will be amortized over five years.  The fair value of the assets
         acquired was $442,769, which included $275,632 of cash, and the
         assumption of liabilities of  $103,590.  In addition, certain
         employees under contract and a consultant received 17,500 shares of
         Series P Convertible Preferred Stock valued at $43,750 as a signing
         bonus.  The bonus will be amortized over the two year term of the
         contracts.

         Notes payable and related accrued interest to certain shareholders of
         InfoPak, Inc. were cancelled and the Company issued 31,379 shares of
         Series P Convertible Preferred stock valued at $78,448, in exchange
         for the cancellation of debt.  Each share of Series P Convertible
         Preferred Stock is convertible into 10 shares of common stock
         (5,488,790 shares of common stock) .





                                       6
<PAGE>   9
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     THREE MONTHS ENDED SEPTEMBER 30, 1995


NOTE 4   LONG-TERM DEBT

         As of September 30, 1995, the principal amount of outstanding long
         term 10% Secured Notes was $1,982,000.  As of June 30, 1995 the amount
         was $1,837,000. The 10% Secured Notes are due beginning in fiscal year
         1996 and interest at 10% will be paid semi-annually, with the first
         interest payment not due to be paid until twelve months after the date
         of each of the 10% Secured Notes.  The Company is permitted to prepay
         the 10% Secured Notes after twelve months from the date of the 10%
         Secured Notes with no penalty.  As collateral for the 10% Secured
         Notes, the Company has given a security interest in all of the
         Company's assets, tangible and intangible, including all patents and
         proprietary technology, which was evidenced by a Uniform Commercial
         Code filing on March 24, 1994.

         On April 25, 1995, substantially all of the long term 10% Secured Note
         holders agreed to defer all interest payments until the 10% Secured
         Notes mature beginning in fiscal year 1996 or, upon the consummation
         of long term financing and/or a strategic partner relationship, to
         convert the 10% Secured Notes into 8% Series "B" Preferred stock
         through the exercise of the Series B Redeemable warrants and to
         convert accrued interest into Series C Preferred Stock.  The
         consummation of this financing and a strategic partner relationship
         occurred on September 12, 1995 (see Note 8).

         The annual maturity on long term debt is as follows:

<TABLE>
<CAPTION>
                      Year Ending June 30,              Amount
                      --------------------            ----------
                              <S>                     <C>
                              1996                    $  470,000
                              1997                       635,000
                              1998                       732,000
                              1999                       145,000
                                                      ----------
                                                      $1,982,000
                                                      ==========
</TABLE>

NOTE 5   COMMON STOCK

         As of September 30, 1995, there are approximately 17,965,522 of
         non-public warrants and 3,807,655 public warrants to purchase the
         Company's Common Stock.  The number of public warrants outstanding,
         which expire on December 8, 1995, increased by 1,994,486, and the
         exercise price was reduced to $2.14 per share after adjustments were
         made in accordance with the warrant agreement dated November 15, 1988.

         As of September 30, 1995, there are 638,279 shares of Convertible
         Preferred Stock outstanding which can be converted to 10,993,790
         shares of common stock (see notes 6 and 8).

         As of September 30, 1995, there are 198,200 Series B Warrants
         outstanding to purchase Series B Convertible Preferred Stock which
         can be converted into 19,820,000 shares of the Company's Common Stock
         (see notes 6 and 8).

         The Company may not have available sufficient common stock for those
         who elect to exercise their warrants or convert preferred stock to
         common stock.





                                       7
<PAGE>   10
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     THREE MONTHS ENDED SEPTEMBER 30, 1995



NOTE 6   PREFERRED STOCK

         The Company has authorized 2,000,000 shares of $.001 par value per
         share Preferred stock, of which the following  were issued and
         outstanding:
<TABLE>
<CAPTION>
                                                                               Outstanding              
                                                                 ---------------------------------------
                                              Authorized         September 30, 1995        June 30, 1995
                                              ----------         ------------------        -------------
                 <S>                          <C>                 <C>                      <C>  
                 Series A Preferred              100,000               57,250                 77,250
                 Series B Preferred              200,000                  --                     --
                 Series C Preferred            1,000,000                  --                     --
                 Series P Preferred              600,000              548,879                    --
                 Series S Preferred               50,000               32,150                    --    
                                               ---------              -------                 ------
                   Total Preferred Stock       1,950,000              638,279                 77,250
                                               =========              =======                 ======
</TABLE>


         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 40 shares of common stock for each share of the
         Series A Preferred.  Dividends from date of issue, are payable from
         retained earnings, have been accumulated on June 30 each year but have
         not been declared (See Note 6).

         The Company's Series B Convertible 8% Preferred Stock ("Series B
         Preferred"), is convertible at the rate of 100 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.

         The Company's Series C Convertible Preferred Stock ("Series C
         Preferred"), is convertible at a rate of 10 shares of common stock per
         share of Series C Preferred.  Such shares were authorized during
         October 1995.

         The Company's Series P Convertible Preferred Stock ("Series P
         Preferred"), is convertible at a rate of 10 shares of common stock for
         each share of Series P Preferred.  The fair market value of the
         548,879 shares of Series P Preferred Stock issued relating to the
         merger, debt cancellation and signing bonuses to certain employees and
         a consultant, was valued at $1,372,198 ($2.50 per share) based upon
         the price at which the Company was able to sell 3,000,000 shares of
         its Common Stock on September 5, 1995 through a Regulation S offering
         which was $0.25 per share.

         The Company's Series S Convertible Preferred Stock ("Series S
         Preferred"), is convertible at the rate of 100 shares of common stock
         for each share of Series S Preferred.

         The Company's Series A Preferred and Series B Preferred stock were
         issued in connection with private placements for the purpose of
         increasing the capital or debt of the Company.  The Series C Preferred
         will be issued to certain holders of the Company's 10% Secured Notes
         in lieu of accrued interest (See Note 7) and also held for future
         investment purposes.  The Series S Preferred was issued to certain
         stockholders consisting





                                       8
<PAGE>   11
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     THREE MONTHS ENDED SEPTEMBER 30, 1995


         mainly of officers and  directors of the Company in exchange for such
         stockholders' shares of common stock.  Such common stock was then sold
         on September 5, 1995 for the purpose of raising additional capital.

         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 of its shareholders.

         The Company may not have available sufficient common stock for those
         who elect to convert their preferred stock to common stock.


NOTE 7   COMMITMENTS

         The Company leases its corporate offices, studio and lab facilities in
         Philadelphia, Pennsylvania under a five year operating lease through
         February 28, 1999 at an annual rental of approximately $44,100 through
         June 1995 and adjusted on March 1, of each year through 1998 by
         approximately $1,371 each year thereafter.  In addition, the Company
         is responsible for its proportionate share of excess operating
         expenses and real estate taxes.  The Company has a conditional option
         to terminate the lease 30 days prior to ground breaking date on the
         proposed new building site adjacent to where the Company leases space.

<TABLE>
<CAPTION>
                 Year Ending June 30                       Annual Rental Amount
                 -------------------                       --------------------
                          <S>                                    <C>
                          1996                                   $ 42,900 (remaining rent for fiscal 1995)
                          1997                                     60,800
                          1998                                     62,200
                          1999                                     42,100
                                                                 --------
                                                                 $209,650
                                                                 ========
</TABLE>

         Rent expense was approximately $31,922 and $22,000 for the 3 months
         ended September 30, 1995 and 1994, respectively.

         The Company has not declared dividends on its Series A Preferred
         stock.  The dividends are payable based on the total cash paid for the
         Series A Preferred Stock at 5%.  The cumulative dividend in arrears on
         the paid-in amount through June 30, 1995 is $151,750, and through
         September 30, 1995, is $111,750 as a result of the conversion to
         common stock of 20,000 shares of Series A Preferred stock on August
         24, 1995.

         Dimensional Visions Group, Ltd. has outstanding employment and
         consulting contracts that expire through June 30, 1999, as follows:

<TABLE>
<CAPTION>
                   Year Ending June 30                            Amount 
                   -------------------                           --------
                          <S>                                     <C>
                          1996                                   $103,000 (remaining for fiscal year 1996)
                          1997                                    244,000
                          1998                                    144,000
                          1999                                    144,000
                                                                 --------
                                                                 $635,000
                                                                 ========
</TABLE>

         As a result of the acquisition of InfoPak, Inc., the Company entered
         into employment and consulting contracts that expire through September
         1997 and 1998.  The annual compensation is approximately $365,000 on
         these contracts.





                                       9
<PAGE>   12
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     THREE MONTHS ENDED SEPTEMBER 30, 1995


NOTE 7  COMMITMENTS (continued)

         In connection with a consulting contract with Avonwood Capital
         Corporation ("Avonwood") which provides for among other things,
         assisting the Company with arranging for additional capital and
         evaluating merger opportunities.  For each dollar of capital raised, a
         maximum of 1,600,000 warrants will be issued to purchase the Company's
         common stock at $.15 per share, of which 250,000 warrants were issued
         during May 1995 and exercised during June 1995 and 750,000 was issued
         in September 1995.  The warrants will be exercisable over a five year
         period at $.15 per share.  The warrants issued in May 1995 were valued
         at $30,000 ($.12 per warrant), and will be recognized as additional
         consulting fees over the two-year term of the consulting contract.  In
         addition, the contract provides for a fee of 5% on capital raised.

         The Company's major distributor of its DV3D(TM) product, under the
         terms of its distribution agreements which expire on February 1, 1996
         and January 14, 1997, is to receive up to 2,000,000 warrants to
         purchase the company's Common Stock based on a percentage of the
         distributor's purchase price of DV3D(TM) product.  The warrants, with
         a two year term from their vesting date, are to be priced at the
         market value of the Company's Common Stock on the date of vesting.  As
         of September 30, 1995, warrant for 2,646 shares have been earned but
         not vested.

NOTE 8   SUBSEQUENT EVENTS

         On October 1, 1995, the holders of $1,757,000 of the $1,982,000 of
         principal amount of the outstanding 10% Secured Notes used their notes
         to exercise their Series B Warrants to purchase 175,700 shares of
         Series B Preferred stock.  In addition these same holders converted
         $228,760 of the $263,185 interest due on the 10% Secured Notes into
         22,876 shares of Series C Preferred stock.

         A director of the Company who holds $150,000 of the 10% Secured Notes
         agreed to release his security interest granted per the terms of the
         10% Secured Notes, to reduce interest rate on these Unsecured Notes
         to 8% effective October 1, 1995, and to use the principal of these
         notes to convert Series B warrants into 15,000 shares of Series B
         Preferred prior to February 28, 1996.

         The exchange for the 10% Secured Notes for the Series B Preferred, and
         the exchange of the Series C Preferred for accrued interest, would
         have the following effect on the Company's Liabilities and
         Stockholders Equity; if the exchange had occurred as of September 30,
         1995.

<TABLE>
<CAPTION>
                                                                                       September 30, 1995         
                                                                             -------------------------------------
                                                                                   Actual         Pro forma
                                                                                   ------         ---------
         <S>                                                                   <C>                <C>
         Current liabilities
            Accounts payable, accrued expenses and other liabilities           $   779,466        $ 712,841
            Current portion long term debt                                         470,000                -
         Long term debt
            Secured notes payable                                                1,512,000           75,000
            Unsecured notes payable                                                      -          150,000
            Accrued interest                                                       162,135                -      
                                                                               -----------        ---------
         Total liabilities                                                       2,923,601          937,841
                                                                               -----------        ---------
         Preferred stock                                                               638              837
         Additional paid-in capital                                              2,374,559        4,360,120
                                                                               -----------        ---------
                                                                                 2,375,197        4,360,957
         Common stock                                                               17,601           17,601
         Additional paid-in capital                                             12,454,902       12,454,902
         Deficit                                                               (15,165,375)     (15,165,375)
                                                                               -----------      -----------
         Total stockholders equity (deficiency)                                   (317,675)       1,668,085
                                                                               -----------      -----------

         Total liabilities and stockholders
           equity (deficiency)                                                 $ 2,605,926      $ 2,605,926
                                                                               ===========      ===========
</TABLE>





                                       10
<PAGE>   13
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL  STATEMENTS
                     THREE MONTHS ENDED SEPTEMBER 30, 1995


NOTE 9.  AMENDED FINANCIAL STATEMENTS

         The Company has re-evaluated the fair value of the Series P Preferred
         Stock issued relating to the merger, debt cancellation and signing
         bonuses (see Note 6).  Accordingly, upon further evaluation the
         Company determined the fair value of the shares issued should be based
         upon the price at which the Company was able to sell a block of
         3,000,000 shares of common stock on September 5, 1995, through a
         Regulation S Offering which was $.25 per share of Common Stock.  In
         addition, certain warrants issued during the quarter ended September
         30, 1995 were also re-valued based upon a $.25 per share fair value.
         The impact on the September 30, 1995 financial statements are as
         follows:


<TABLE>
<CAPTION>
                                                  
                                                                  September 30, 1995
                                                      ----------------------------------------------
                                                      As originally reported               Restated
                                                      ----------------------              ----------
         <S>                                             <C>                            <C>
         Balance Sheet
         -------------
          Goodwill                                       $   2,638,432                  $  1,026,134
          Accumulated amortization of goodwill                 (21,986)                       (8,550)
          Deferred compensation and
            consulting costs                                   510,889                        68,090
          Patent rights, and other assets                       81,869                        53,519
          Total assets                                       4,647,587                     2,577,576
          Preferred stock                                    3,987,495                     2,375,197
          Additional paid-in capital                        12,812,412                    12,426,552
          Deficit                                          (15,093,522)                  (15,165,375)
          Total stockholders' equity (deficiency)            1,723,986                      (346,025)

         Statement of operations
         -----------------------

           General and administrative expenses                 242,451                       327,740
           Amortization of goodwill                             21,986                         8,550
           Net loss                                            371,166                       443,018
           Net loss per share of common stock                    ($.02)                        ($.03)
</TABLE>





                                       11
<PAGE>   14
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     THREE MONTHS ENDED SEPTEMBER 30, 1995



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

         RESULTS OF OPERATIONS

         During the three months ended September 30, 1995 the net loss was
         $443,018 compared to a net loss of $281,252 for the three months ended
         September 30, 1994.  During the three month period ended September 30,
         1995, the Company had revenues of $213,036 and gross profit of
         $53,620, compared to revenues of $14,124 and a gross loss of ($3,475)
         for the comparable period.

         InfoPak, from September 12, the date of acquisition, to September 30,
         1995, accounted for $198,376 of the Company's revenues and $85,401 of
         the gross profit for the period ended September 30, 1995.  InfoPak was
         not included with the Company's results for the quarter ended
         September 30, 1994.

         In the third quarter of fiscal year 1995, the Company delivered to a
         major producer of graphic arts consumer products, a variety of
         DV3D(TM) print products for test marketing.  The tests were completed
         in the first quarter of fiscal year 1996, and the Company has
         subsequently received through its major distributer two commercial
         orders for these DV3D(TM) print products.  The first orders totalling
         $14,660 were delivered in September 1995, and accounted for all of
         DV3D(TM) sales in the three months ended September 30, 1995.  The
         second order of approximately $225,000 was delivered in November 1995.
         The Company anticipates further orders from this distributor.

         During October 1995, the Company successfully completed production of
         its new lenticular print material, which the Company believes enhances
         the quality of DV3D(TM) print product.

         During fiscal year 1995, the Company had under development a new
         master lens which is designed to improve the quality of its DV3D(TM)
         master transparency.  Management believes this new master lens, which
         is currently in the prototype stage, will be available for use in
         commercial production during the third quarter of fiscal year 1996.

         Operating expenses were $441,985 for the three months ended September
         30, 1995 compared to $250,525 for the three months ended September 30,
         1994.  InfoPak's operating expense was $40,230 for the September 30,
         1995 period.  Engineering and development, marketing and general
         administrative costs were $59,538, $54,707, and $327,740, respectively
         for the quarter ended September 30, 1995, compared to $107,725,
         $34,021, and $108,779 for the quarter ended September 30, 1994.  The
         $48,187 decline (45%) in engineering and development is primarily a
         result of the Company having substantially completed the engineering
         of its DV3D(TM) print product.  Marketing costs increased $9,370
         (27.5%) as a result of the Company's increased efforts supporting its
         DV3D(TM) print product.  General administration expense increased 201%
         due primarily to professional fees including (i) approximately
         $139,000 to Avonwood, (ii) approximately $35,000 for legal and audit
         fees, (iii) approximately $28,500 in increased administrative salaries
         and expenses, and (iv) approximately $7,500 of increased accounting
         costs incurred during the period.

         Interest expense increased due to the $145,000 of additional
         outstanding 10% Secured Notes, while interest income increased with
         the short-term investments of the proceeds of the $675,000 sale of
         common stock.  Amortization of the goodwill incurred in the
         acquisition of InfoPak was $8,850 for the quarter ended September 30,
         1995.

         InfoPak, which was acquired by the Company on September 12, 1995, was
         founded in 1992. InfoPak has developed a system that allows those who
         use large and cumbersome printed data material an electronic
         alternative which is easier to use and instantly updateable.  The
         InfoPak(TM) Information System ("InfoPak System"(TM)) was designed to
         manage voluminous databases that change often and to distribute
         information to remote locations.





                                       12
<PAGE>   15
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL  STATEMENTS
                     THREE MONTHS ENDED SEPTEMBER 30, 1995


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

         RESULTS OF OPERATIONS (Continued)

         InfoPak currently produces and markets the InfoPak System(TM) to the
         residential real estate agent marketplace as the InfoPak Portable
         MLS(TM).  The Portable MLS(TM) is currently the only product being
         sold.  The Portable MLS(TM) product was marketed through four
         distributors.  The MLS product has not generated revenues as expected
         by InfoPak, nor does InfoPak have any backorders for its product at
         this time.  InfoPak has been unable to successfully renegotiate its
         present distribution/marketing agreement with  its major distributor,
         and has provided 30 day notice on December 19, 1995, to the major
         distributor of termination of their Distribution Agreements for
         failure to comply with its terms.  The distributor has brought a legal
         action seeking a preliminary injunction against InfoPak (see "Legal
         Proceedings").  InfoPak's revenues for the nine months ended September
         30, 1995 was approximately $775,000, of which approximately $577,000
         was to that distributor.  A third party has acquired one of the less
         significant distributors which, should lead to increased sales for
         InfoPak.  These sales are anticipated to offset, substantially, the
         loss of sales to the major distributor.  However, no assurances can be
         given that the anticipated revenues will be achieved.

         InfoPak has under development a number of other products.  During
         November 1995, research and development was completed for Small
         Talk(TM), a computer chip that allows for the recording of voice, as
         well as a voice chip player, both of which would be produced by a yet
         to be identified third party.  The viability and marketability of the
         product have not yet been determined.

         In October 1995, InfoPak entered into a Letter of Intent with a
         division of Spectrum Media, Inc. to form a joint venture for a number
         of newly developed products, including replacement systems for printed
         directories and delivery systems.  The proposed joint venture is
         subject to due diligence by both companies, the negotiation of a
         definitive agreement and provisions for the initial funding.  No
         assurance can be given that the transaction will be consummated.

         LIQUIDITY AND CAPITAL RESOURCES

         On September 30, 1995, the Company had working capital of $78,045,
         compared to a working capital deficiency of $138,013 on June 30, 1995.
         During the three month period ended September 30, 1995, the Company
         raised $675,000 in net proceeds through the sale of common stock to
         foreign investors, $145,000 through the sale of its promissory notes
         in a private placement and $800 from the exercise of warrants to
         purchase common stock.  Operating revenues for the three months ended
         September 30, 1995, totaled $213,036, compared to $14,124 for the
         three months ended September 30, 1994.

         On October 1, 1995, the Company converted $1,757,000 of its secured
         debt and $228,760 of related accrued interest into unsecured
         convertible preferred stock.

         The Company's current financial position continues to be precarious
         even though the Company was successful in the recent raising of
         $675,000.  The Company will need additional funding in order to
         maintain operations and in order to extend the product line and
         increase the production capacity for its print products.  The Company
         has been funding its operations by selling its securities in private
         placements, short-term borrowing, sales, and accruing compensation to
         certain employees and consultants.  The Company is currently in
         discussion with third parties on raising additional funds.  The amount
         of third party funding will depend to some extent on the  Company's
         revenues and cash flow  from  operations.  No assurance can  be given
         that the Company   will   be  able  to  obtain the  additional   funds
         necessary  to  maintain  its  existing





                                       13
<PAGE>   16
                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL  STATEMENTS
                     THREE MONTHS ENDED SEPTEMBER 30, 1995



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

         LIQUIDITY AND CAPITAL RESOURCES (Continued)


         operations.  In the event the Company is not able to secure sufficient
         funds on a timely basis necessary to maintain its current operations,
         it may cease all or part of its existing operations or may seek
         protection under the federal bankruptcy laws.

         PART II  -  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         In December 1995, the Company's wholly-owned subsidiary, InfoPak,
         Inc., was named as a defendant in a legal proceeding.

         The action was brought by First Portland Corporation in the Superior
         Court of Arizona, Maricopa County.  The action sought a temporary
         restraining order to restrain InfoPak, Inc. from distributing its
         products in markets where the plaintiff claims to maintain
         distribution rights pursuant to certain agreements.  The order was
         granted ex parte on December 7, 1995 and lifted on December 11, 1995.
         A preliminary injunction hearing has been scheduled for April, 1996.

         The  parties are trying to resolve their differences through
         negotiations, however, no assurance can be given that such
         negotiations will product an amicable solution.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         On September 27, 1995, the Company filed a current report on Form 8-K
         to report on event under Item 2 regarding the Company's acquisition of
         all the issued and outstanding capital stock of InfoPak, Inc.

         On November 22, 1995, the Company filed an amended Form 8-K which
         included the required financial statements in support of the Form 8-K
         filed on September 27, 1995.





                                       14
<PAGE>   17
                                   SIGNATURES



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





                                         DIMENSIONAL VISIONS GROUP, LTD.
                                   
                                   
         Date: February 6, 1996          /s/        George S. Smith
                                         -------------------------------------
                                         George S. Smith, Chairman
                                         (Chief Executive Officer and
                                         Chief Financial Officer
                                         For the period ending September 
                                         12, 1995)
                                   
                                   
                                   
                                         /s/         Steven M. Peck
                                         --------------------------------------
                                         Steven M. Peck, President and
                                         Chief Executive Officer
                                         From September 13, 1995 forward