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, 2000
                                    --------------

[ ] 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 West Dunlap Avenue, 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,  2000,  the  number  of  shares  of  Common  Stock  issued  and
outstanding was 6,202,622.

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, 2000
   and June 30, 1999                                                           2

   Condensed Consolidated Statement of Operations - For the three
   and nine months ended March 31, 2000 and 1999                               3

   Condensed Consolidated Statement of Cash Flows - For the nine
   months ended March 31, 2000 and 1999                                        4

   Notes to Condensed Consolidated Financial Statements                        5

   Item 2. Management's Discussion and Analysis of Financial
           Conditions and Results of Operations                                9

PART II - OTHER INFORMATION

   Item 1. Legal Proceedings                                                  10
   Item 2. Changes in Securities                                              10
   Item 3. Defaults Upon Senior Securities                                    10
   Item 4. Submission of Matters to a Vote of Security Holders                10
   Item 5. Other Information                                                  10
   Item 6. Exhibits and Reports on Form 8-K                                   11

SIGNATURES                                                                    12
<PAGE>
                         INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors and stockholders,

We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
Dimensional  Visions,  Incorporated,  Phoenix,  AZ as of March 31, 2000, and the
related  statements of  operations  and cash flows for the nine months and three
months periods then ended. These financial  statements are the responsibility of
the management of the Company.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  March 31, 2000  condensed  consolidated  financial
statements  for them to be in  conformity  with  generally  accepted  accounting
principles.

Gitomer & Berenholz, P.C.
Certified Public Accountants

Huntingdon Valley, Pennslyvania
May 15, 2000
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1.      FINANCIAL STATEMENTS

                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                 March 31, 2000    June 30, 1999
                                                 --------------    -------------
                                                  (Unaudited)

Current assets
  Cash                                            $    450,205     $     20,019
  Notes receivable, net of allowance
    for bad debts of $402,006                           41,663           41,663
  Accounts receivable, trade, net of
    allowance for bad debts of $11,833                 254,263           78,068
  Inventory                                              2,128            6,900
  Prepaid expenses                                       7,368           17,896
                                                  ------------     ------------
Total current assets                                   755,627          164,546
                                                  ------------     ------------

Equipment
  Equipment                                            489,171          401,678
  Furniture and fixtures                                50,162           50,162
                                                  ------------     ------------
                                                       539,333          451,840

  Less accumulated depreciation                        308,768          279,681
                                                  ------------     ------------
                                                       230,565          172,159
                                                  ------------     ------------
Other assets
  Deferred costs                                        15,859           24,779
  Patent rights and other assets                        32,645           35,701
                                                  ------------     ------------
                                                        48,504           60,480
                                                  ------------     ------------
Total assets                                      $  1,034,696     $    397,185
                                                  ============     ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
  Short-term borrowings                           $    235,000     $    213,767
  Current portion of obligations under
    capital leases                                      48,810           20,552
  Accounts payable, accrued expenses and
    other liabilities                                  473,868          534,173
                                                  ------------     ------------
Total current liabilities                              757,678          768,492
Long-term debt                                         345,928          268,215
Obligations under capital leases, net of
  current portion                                      101,920           82,033
                                                  ------------     ------------
Total liabilities                                    1,205,526        1,118,740
                                                  ------------     ------------
Commitments and contingencies                               --               --

Stockholders' deficiency
  Preferred stock - $.001 par value,
   authorized 10,000,000 shares; issued and
   outstanding - 1,169,044 shares at March 31,
   2000, and 130,810 shares at June 30, 1999             1,169              131
  Additional paid-in capital                         1,494,971          658,170
                                                  ------------     ------------
                                                     1,496,140          658,301

  Common stock - $.001 par value, authorized
   100,000,000 shares; issued and outstanding
   6,202,622 shares at March 31, 2000 and
   5,138,192 shares at June 30, 1999                     6,203            5,138
  Additional paid-in capital                        20,139,146       19,556,402
  Deficit                                          (21,542,207)     (20,807,608)
                                                  ------------     ------------
Total stockholders' equity (deficiency) before
  deferred consulting contracts                         99,282         (587,767)
Deferred consulting contracts                         (270,112)        (133,788)
                                                  ------------     ------------
Total stockholders' deficiency                        (170,830)        (721,555)
                                                  ------------     ------------
Total liabilities and stockholders' deficiency    $  1,034,696     $    397,185
                                                  ============     ============

           See notes to condensed consolidated financial statements.

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

<TABLE>
<CAPTION>
                                              Three Months Ended               Nine Months Ended
                                                   March 31,                       March 31
                                         ---------------------------     ---------------------------
                                             2000           1999             2000           1999
                                         -----------     -----------     -----------     -----------
<S>                                      <C>             <C>                 <C>         <C>
Operating revenue                        $   325,208     $    28,531         625,626     $   438,932
Cost of sales                                212,281          22,748         405,542         275,052
                                         -----------     -----------     -----------     -----------
Gross profit                                 112,927           5,783         220,084         163,880
                                         -----------     -----------     -----------     -----------
Operating expenses
  Engineering and development costs           62,151          39,305         139,735         114,199
  Marketing expenses                          27,816          73,699          53,497         242,671
  General and administrative expenses        250,468         152,311         602,100         494,078
                                         -----------     -----------     -----------     -----------
Total operating expenses                     340,435         265,315         795,332         850,948
                                         -----------     -----------     -----------     -----------
Loss before other income (expenses)         (227,508)       (259,532)       (575,248)       (687,068)
                                         -----------     -----------     -----------     -----------
Other income (expenses)
  Interest expense                           (49,320)        (18,925)       (169,517)        (48,634)
  Interest income                              5,082          10,726          10,166          32,024
Loss on default of note receivable                --        (372,030)             --        (372,030)
                                         -----------     -----------     -----------     -----------
                                             (44,238)       (380,229)       (159,351)       (388,640)
                                         -----------     -----------     -----------     -----------
Net loss                                 $  (271,746)    $  (639,761)    $  (734,598)    $(1,075,708)
                                         ===========     ===========     ===========     ===========
Net loss per share of common stock       $      (.04)    $      (.17)    $      (.12)    $      (.30)
                                         ===========     ===========     ===========     ===========
Weighted average shares of common
  stock outstanding                        6,125,877       3,661,478       5,880,938       3,631,670
                                         ===========     ===========     ===========     ===========
</TABLE>

           See notes to condensed consolidated financial statements.

                                       (3)
<PAGE>
                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                    Nine Months Ended March 31,
                                                    ---------------------------
                                                        2000           1999
                                                    -----------     -----------
Cash flows from operating activities
  Net loss                                          $  (734,598)    $(1,075,708)
 Total adjustments to reconcile net loss
  to net cash used in operating activities              156,132         733,535
                                                    -----------     -----------
Net cash used in operating activities                  (578,466)       (342,173)
                                                    -----------     -----------
Cash flows from investing activities
  Proceeds from payments on notes receivable                 --          17,428
  Purchase of furniture and equipment                    (1,071)        (58,758)
                                                    -----------     -----------
Net cash used in investing activities                    (1,071)        (41,330)
                                                    -----------     -----------
Cash flows from financing activities
  Payment of obligations under capital lease            (38,277)         (7,597)
  Payment of debt obligations                                --         (75,000)
  Proceeds from issuance of debt net of
    deferred financing costs of $34,400                      --         450,600
  Repayment of short-term borrowing                          --           2,140
  Proceeds from exercise of warrants                     42,500              --
  Sale of preferred stock, net of offering
    costs of $94,500                                    955,500              --
  Reduction in deferred consulting fee                   30,000              --
  Offering commissions paid by stock                     20,000              --
                                                    -----------     -----------
Net cash provided by financing activities             1,009,723         370,143
                                                    -----------     -----------
Net increase in cash                                    430,186         (13,360)
Cash, beginning                                          20,019          15,910
                                                    -----------     -----------
Cash, ending                                        $   450,205     $     2,550
                                                    ===========     ===========

Supplemental disclosure of cash
  flow information:
  Cash paid during the period for interest          $     7,152     $    25,524
                                                    ===========     ===========

Supplemental disclosure of non-cash investing and financing activities:

During the quarter ended March 31, 2000, 15 shares of the Company's Common Stock
were issued as a result of the  conversion  of 38 shares of Series C Convertible
Preferred Stock valued at $380.

During the quarter ended March 31, 2000,  12,000 shares of the Company's  Common
Stock  were  issued as a result of the  conversion  of 7,500  shares of Series A
Convertible Preferred Stock valued at $75,000.

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

The  Company  issued  544,000  shares of its  common  stock to  consultants  for
services valued at $341,250.

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

The Company  issued  40,000 shares of its common stock in lieu of cash to settle
$20,000 in commissions from the Series D Preferred Stock offering.

           See notes to condensed consolidated financial statements.

                                       (4)
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        NINE MONTHS ENDED MARCH 31, 2000
                                   (UNAUDITED)

NOTE 1 BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

     The interim financial  statements are prepared pursuant to the requirements
     for  reporting on Form 10-QSB.  The June 30, 1999,  balance sheet data were
     derived  from  audited  financial  statements  but  does  not  include  all
     disclosures  required by  generally  accepted  accounting  principles.  The
     interim   financial   statements  and  notes  thereto  should  be  read  in
     conjunction  with  the  financial  statements  and  notes  included  in the
     Company's  Annual  Report on Form 10-KSB for the fiscal year ended June 30,
     1999.  In the  opinion of  management,  the  interim  financial  statements
     reflect all adjustments of a normal  recurring  nature necessary for a fair
     statement of the results for the interim periods  presented.  The financial
     statements  as of and for the  period  ended  March  31,  2000 and 1999 are
     unaudited.  The  financial  statements  for the period ended March 31, 2000
     have been reviewed by an  independent  public  accountant  pursuant to rule
     10-01(d)  of  regulation  S-X  and  following   applicable   standards  for
     conducting  such reviews,  and the report of the  accountant is included as
     part of this  filing.  The current  period  results of  operations  are not
     necessarily indicative of results which ultimately will be reported for the
     full year ending June 30, 2000.

NOTE 2 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

                                      March 31, 2000         June 30,1999
                                      --------------         ------------
        Accounts payable                  $303,697              $403,837
        Accrued expenses
             Interest                      128,978                61,465
             Salaries                       33,056                63,159
        Payroll Taxes Payable                8,137                 5,712
                                             -----                 -----
        Total                             $473,868              $534,173
                                          ========              ========

NOTE 3 SHORT-TERM BORROWINGS

     As of March 31, 2000,  the  short-term  borrowings  of $235,000 and related
     accrued interest is in default. The Company failed to pay the principal and
     interest  payment on the notes.  However,  the Company extended an offer to
     the  holders  of the  short-term  notes to convert  their debt and  accrued
     interest to equity in the  Company.  The offer which was accepted by all of
     the existing note holders permits the conversion of debt into shares of the
     Company's  common  stock at $.375 per  share.  Interest  on the  short-term
     borrowings  continues  to accrue at 12% per  annum  until the  registration
     statement becomes effective.

NOTE 4 LONG-TERM DEBT

     During July through September 1998, the Company through a private placement
     was  able  to  borrow  $485,000  through  the  issuance  of  Series  A  12%
     convertible  secured  debentures.  The  debentures  are due July 31,  2001.
     Interest  is  accrued  and  payable  on July 31 of each  year and the first
     interest  payment is due July 31, 1999.  In the event the Company  fails to
     pay the  debenture  holders any accrued  interest or principal  the default
     rate is 16% from the due date through the date paid. On July 15, 1998,  the
     Company entered into a security  agreement with the debenture  holders that
     grants a security interest in substantially all the assets of the Company.

     As of March 31, 2000, the debentures are convertible into 485,000 shares of
     the Company's common stock.

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

                                      (5)
<PAGE>
NOTE 4 LONG-TERM DEBT (CONTINUED)

     The  warrants  were valued at $310,850  by using the Black  Scholes  option
     pricing model.  Accordingly,  the debentures  were discounted for the value
     allocated to the warrants and additional paid-in capital was recorded.  For
     the nine  months  ended  March 31,  2000,  additional  interest  expense of
     $77,713 was recorded and the remaining unamortized discount was $139,072.

     As of March 31, 2000, the discounted value of the debentures was $345,928.

     On July 31,  1999,  the Company  failed to make an interest  payment to the
     debenture  holders.  The Company extended an offer to the debenture holders
     to convert  their debt and accrued  interest to equity in the Company.  The
     offer which was accepted by all of the existing  debenture  holders permits
     the  conversion of debt into shares of the Company's  common stock at $.375
     per share.  Interest on the debentures continued to accrue at 12% per annum
     through  January 31, 2000,  the  approximate  filing date of the  Company's
     registration statement.

NOTE 5 COMMITMENTS AND CONTINGENCIES

     On January 1, 1998,  the Company  relocated  its offices and entered into a
     three year  lease.  The total lease  payments  for fiscal year 2000 will be
     $72,271.

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

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

     The  Company  has not  declared  dividends  on  Series  A or B  Convertible
     Preferred  Stock.  The  cumulative  dividends in arrears  through March 31,
     2000, was approximately $88,000.

NOTE 6 COMMON STOCK

     As of March  31,  2000,  there  are  outstanding  7,052,210  of  non-public
     warrants to purchase  the  Company's  common  stock at prices  ranging from
     $0.10 to $12.50 with a weighted average price of $0.57 per share.

     As of March 31, 2000,  there were  1,169,044  shares of various  classes of
     Convertible Preferred Stock outstanding which can be converted to 1,503,818
     shares of common stock.

     As of March 31, 2000,  there were $485,000 of secured  debentures which can
     be converted into 485,000 shares of the Company's common stock and $235,000
     of short-term  borrowings which can be converted into 685,000 shares of the
     Company's common stock.

     The total  number of shares of the  Company's  common stock that would have
     been  issuable  upon  conversion  of the  outstanding  debt,  warrants  and
     preferred stock equaled 9,726,028 shares as of March 31, 2000, and would be
     in addition to the 6,202,622 shares of common stock outstanding as of March
     31, 2000.

                                      (6)
<PAGE>
NOTE 6 COMMON STOCK (CONTINUED)

     During the nine months  ended March 31,  2000,  the  Company  issued  1,703
     shares its Common  Stock as a result of the  conversion  of 4,266 shares of
     Series C Convertible Preferred Stock.

     During  February 2000, the Company issued 12,000 shares its Common Stock as
     a  result  of the  conversion  of 7,500  shares  of  Series  A  Convertible
     Preferred Stock.

     During the nine months ended March 31,  2000,  the Company  issued  544,000
     shares of its common stock to consultants for services valued at $341,250.

     The Company  issued  40,000  shares of its common  stock in lieu of cash to
     settle $20,000 in commissions from the Series D Preferred Stock offering.

     During August 1999,  the Company  issued 166,730 shares of its common stock
     in lieu of cash to settle $62,398 of accounts payable.

     During the nine months ended March 31,  2000,  the Company  issued  300,000
     shares of its stock in connection with the exercise of warrants.

NOTE 7 PREFERRED STOCK

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

                                Allocated                Outstanding
                                ---------     --------------------------------
                                              March 31, 2000     June 30, 1999
                                              --------------     -------------
     Series A Preferred           100,000          15,500            23,000
     Series B Preferred           200,000           3,500             3,500
     Series C Preferred         1,000,000          13,404            17,670
     Series D Preferred           375,000         375,000                --
     Series E Preferred         1,000,000         675,000                --
     Series P Preferred           600,000          86,640            86,640
                                ---------       ---------           -------

     Total Preferred Stock      3,325,000       1,169,044           130,810
                                =========       =========           =======

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

     The  Company's   Series  B  Convertible  8%  Preferred   Stock  ("Series  B
     Preferred") is convertible at the rate of 4 shares of common stock for each
     share of Series B  Preferred.  Dividends  from date of issue are payable on
     June 30 from  retained  earnings  at the rate of 8% per  annum and have not
     been declared or paid.

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

     The Company's  Series D Convertible  Preferred Stock ("Series D Preferred")
     is  convertible at a rate of 2 shares of common stock per share of Series D
     Preferred.

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

                                      (7)
<PAGE>
NOTE 7 PREFERRED STOCK (CONTINUED)

     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.

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

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

     The Company raised  $375,000 net of offering costs of $37,500  through this
     issuance of 375,000  shares of its Series D  Preferred.  These  shares were
     issued for the purpose of raising operating funds.

     The Company raised  $675,000 net of offering costs of $57,000  through this
     issuance of 675,000  shares of its Series E  Preferred.  These  shares were
     issued for the purpose of raising operating funds.

NOTE 8 INCOME TAXES

     There was no provision  for current  income taxes for the nine months ended
     March 31, 2000 and 1999.

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

     The  Company  has had  numerous  transactions  in its  common  stock.  Such
     transactions may have resulted in a change in the Company's  ownership,  as
     defined in the Internal Revenue Code Section 382. Such change may result in
     an annual  limitation on the amount of the Company's  taxable  income which
     may be offset with its net operating loss carry  forwards.  The Company has
     not  evaluated the impact of Section 382, if any, on its ability to utilize
     its net operating loss carry forwards in future years.

                                      (8)
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     THREE MONTHS ENDED MARCH 31, 2000 AND 1999

     RESULTS OF OPERATIONS

     The net loss for the quarter ended March 31, 2000, was $271,746 compared to
     a net loss of $639,761  for the  quarter  ended  March 31,  1999.  The loss
     before other income and expenses for the quarter ended March 31, 2000,  was
     $227,508  compared  to a loss  before  other  income and  expenses  for the
     quarter  ended  March 31,  1999,  of  $259,532.  Approximately  $89,093  of
     administrative expenses were attributable to the amortization of consulting
     services  that were paid using the Company's  common  stock.  Additionally,
     $49,267  of  interest  expense,  which  includes  the  amortization  of the
     discounted  value of the  debentures,  will be converted into the Company's
     common  stock upon the  effectiveness  of a  registration  statement by the
     Company.

     Revenue for the quarter  ended March 31,  2000,  was  $325,208  compared to
     revenue of $28,531  for the  quarter  ended  March 31,  1999.  Sales of the
     Company's  print  products for the quarter ended March 31, 2000,  increased
     approximately  $300,000 over the similar period a year earlier.  Management
     attributes  this  significant   increase  in  sales  to  solidification  of
     relationships with clients who place substantial repeat orders on a regular
     basis.  Additionally,  in the similar quarter 1999,  there was insufficient
     operating capital to secure new business.

     LIQUIDITY AND CAPITAL RESOURCES

     As of March 31,  2000,  the Company  had a working  capital  deficiency  of
     $2,051,  compared with a working capital deficiency of $560,472 as of March
     31, 1999. Net accounts  receivable for the quarter ended March 31, 2000 was
     $254,263.  This is an increase of $225,771  over the similar  period  ended
     March 31, 1999.  Furthermore,  accounts payable  decreased by $189,374 from
     $504,095  for the quarter  ended March 31, 1999 to $314,721 for the quarter
     ended March 31, 2000.

     On February 14, 2000, the Company filed its initial Form SB-2  Registration
     Statement  with the  Securities  and Exchange  Commission  (SEC).  Upon the
     effective date of this registration, 12,042,474 shares of restricted common
     stock and common stock underlying outstanding warrants, preferred stock and
     debts  securities  will become  registered  for sale on the public  market.
     Additionally,  the existing debt and associated  interest  reflected on the
     March 31, 2000,  balance  sheet will be converted to equity.  The pro forma
     effect of this  change on the March 31,  2000,  balance  sheet  would  have
     reduced current  liabilities by $363,978 to $393,700 increasing the working
     capital surplus to $361,927.

     NINE MONTHS ENDED MARCH 31, 2000 AND 1999

     RESULTS OF OPERATIONS

     The net loss  for the nine  months  ended  March  31,  2000,  was  $734,598
     compared to a net loss of  $1,075,708  for the nine months  ended March 31,
     1999. The loss before other income and expenses  decreased by approximately
     $112,000  for the nine  months  ended  March 31,  2000,  to  $575,248  from
     $687,068 for the nine months ended March 31, 1999.

     Revenue for the nine months ended March 31, 2000, was $625,626  compared to
     revenue of $438,932 for the nine months ended March 31, 1999.  Sales of the
     Company's print products increased by approximately $275,000 for the period
     ended March 31,  2000 over the similar  period  ended March 31,  1999.  The
     revenue generated by InfoPak revenue decreased by approximately $88,000.

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<PAGE>
     LIQUIDITY AND CAPITAL RESOURCES

     With the  completion  of the  Series D  Preferred  and  Series E  Preferred
     private placements there is approximately  $450,000 in available cash as of
     March 31, 2000,  and accounts  receivable  have  increased by over $175,000
     from the  fiscal  year  ended June 30,  1999.  These  funds will be used in
     fiscal years 2000 and 2001 as operating capital and for sales and promotion
     expenses.

     The  Company  extended  an  offer  to its  debenture  holders  and  certain
     creditors to convert  their debt to equity in the Company.  The offer which
     expired on October 15, 1999 permitted the conversion of debt into shares of
     the  Company's  common  stock at $.375  per  share.  Additionally,  certain
     accounts payable were offered the opportunity to convert their  receivables
     into shares of Dimensional  Visions' common stock at $.375 per share. As of
     March 31, 2000,  the entire  outstanding  balance of $720,000 of debentures
     and $62,398 of  accounts  payable  have  chosen to convert.  The $62,398 of
     accounts  payable have already been converted to common stock.  As of March
     31, 2000, a total of 2,601,021  shares of the Company's  common stock would
     have  been  issued to  convert  the  accounts  payable  and the  debentures
     including accrued interest.


     PART II - OTHER INFORMATION

     ITEM 1. LEGAL PROCEEDINGS

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

     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

          None.

     ITEM 3. DEFAULTS UPON SENIOR SECURITIES

          None.

     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Pursuant  to its  Definitive  Proxy  Statement  filed  with the SEC on
          December 16, 1999, the Company held an annual meeting of  shareholders
          on January 28, 2000. John D McPhilimy, Bruce D. Sandig, Roy D. Pringle
          and Susan A. Gunther were elected as Directors of the  Corporation for
          a term of one year and until  their  successors  are duly  elected and
          qualified.  A total  of  6,025,607  shares  were  able to vote at this
          meeting.  Each Director received  4,685,714 votes for and 22,920 votes
          withheld.  A proposal  to approve  the 1999  Stock  Option  Plan (1999
          Plan),  which reserves  1,500,000 shares of the Company's common stock
          to be issued to officers and other key employees, was approved. Shares
          voting for the 1999 Plan totaled  1,622,067;  votes  against,  80,889;
          abstentions,  270,219.  A second proposal to ratify the appointment of
          Gitomer & Berenholz,  P.C. as the Company's  independent  auditors for
          fiscal 2000 passed with 4,663,597 votes for, 21,367 votes against, and
          23,670 abstentions.

     ITEM 5. OTHER INFORMATION

          None

                                      (10)
<PAGE>
     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:                   27.1     Financial Data Schedule

          2. Reports  on Form 8-K filed:          The  company  filed a  current
                                                  report   on  Form  8-K   dated
                                                  January  20,  2000,  with  the
                                                  Securities     and    Exchange
                                                  Commission  reporting that the
                                                  Company  completed  a  private
                                                  placement of 675,000 shares of
                                                  its   Series   E   Convertible
                                                  Preferred Stock.

                                      (11)
<PAGE>
                                   SIGNATURES

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

DATED:   May 12, 2000                  By: /s/ John D. McPhilimy
                                           ------------------------------------
                                           John D. McPhilimy, Chairman,
                                           President and Chief Executive Officer

                                      (12)