<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996
                               ------------------

[ ]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.)

         8855 N. Black Canyon Hwy., Suite 2000, Phoenix, Arizona, 85021
-------------------------------------------------------------------------------
                    (Address of principal executive offices)

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


-------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes    X    No     .
                                                             --------   -----

As of September 30, 1996, the number of shares of Common Stock issued and
outstanding was 30,695,013.
<PAGE>

                Dimensional Visions Group, Ltd. And Subsidiaries

                                      INDEX


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

         Item 1.  Financial Statements
         Consolidated Condensed Balance Sheets - September 30, 1996
         and June 30, 1996 ...........................................................   1

         Consolidated Condensed Statements of Operations - For the three
         months ended September 30, 1996 and 1995 ....................................   2

         Consolidated Condensed Statements of Cash Flows - For the three
         months ended September 30, 1996 and 1995.....................................   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.................................................  N/A
         Item 2.    Changes in Securities.............................................  N/A
         Item 3.    Defaults Upon Senior  Securities..................................  N/A
         Item 4.    Submission of Matters to a Vote of Security Holders...............  N/A
         Item 5.    Other Information.................................................  N/A
         Item 6.    Exhibits and Reports on Form 8-K..................................  15
 .
         SIGNATURES...................................................................  15
</TABLE>
<PAGE>

PART I - FINANCIAL INFORMATION
Item 1.     Financial Statements

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                                   September 30,         June 30, 
                                                       1996                1996
                                                   -------------        ---------- 
                                                    (Unaudited)                     
<S>                                               <C>                   <C>
Current assets
   Cash and cash equivalents                       $  203,486           $  203,073
   Accounts receivable, trade net of
      allowances for bad debts of                  
      $205,743                                         28,890               32,608

   Inventory                                           79,355               89,458

   Prepaid supplies and expenses                       18,433               32,447
                                                   ----------           ----------
   Total current assets                               330,164              357,586
                                                   ----------           ----------


Equipment and leasehold improvements

   Equipment                                        1,897,723            1,891,703

   Furniture and fixtures                             144,460              143,408

   Leasehold improvements                             109,446              109,446
                                                   ----------           ----------
                                                    2,151,629            2,144,557

   Less accumulated depreciation and
      amortization                                  2,019,970            2,007,317
                                                   ----------           ----------
                                                      131,659              137,240
                                                   ----------           ----------

Other assets

   Goodwill, net of accumulated
     amortization of  $201,039 at
     September  30,1996; 152,790 at June             
     30, 1996                                         763,920              812,199

   Deferred compensation costs                         41,128               50,389

   Patent right, and other assets                      50,487               51,505
                                                   ----------           ----------
                                                      855,535              914,093
                                                   ----------           ----------
Total assets                                       $1,317,358           $1,408,919
                                                   ==========           ==========
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                         September 30,              June 30,
                                                                             1996                    1996
                                                                         -------------           ------------
                                                                          (Unaudited)
<S>                                                                      <C>                     <C>
Current liabilities
   Current portion of Long term debt                                     $    250,000            $       --
   Accounts payable, accrued expenses and other liabilities                   358,488                 348,058
                                                                         ------------            ------------

Total current liabilities                                                     608,488                 348,058
Long term debt, net of current portion                                         75,000                 325,000
                                                                         ------------            ------------

Total liabilities                                                             683,488                 673,058
                                                                         ------------            ------------
Commitments and contingencies                                                    --                      --
Stockholders' equity

   Preferred stock - $001 par value, authorized -
     10,000,000 shares; issued and outstanding - 603,390
     shares at September 30, 1996, 632,207 shares at June                         
     30, 1996                                                                     603                     632
                                                                                  
   Additional paid-in capital                                               3,356,147               3,503,161
                                                                         ------------            ------------

                                                                            3,356,750               3,503,793
   Common stock - $001 par value, authorized -
       100,000,000 shares issued and outstanding - 30,695,013
       shares at September 30, 1996, 26,711,657 shares at
       June 30, 1996                                                           30,695                  26,712


   Additional paid-in capital                                              14,402,839              13,963,359
   Deficit                                                                (17,156,414)            (16,758,003)
                                                                         ------------            ------------
Total stockholders' equity                                                    633,870                 735,861
                                                                         ------------            ------------

Total liabilities and stockholders' equity                               $  1,317,358            $  1,408,919
                                                                         ============            ============
</TABLE>
            See notes to condensed consolidated financial statements.

                                        1
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)




<TABLE>
<CAPTION>
                                                                Three Months Ended September 30,
                                                              ------------------------------------
                                                                  1996                    1995
                                                                  ----                    ----
<S>                                                           <C>                     <C>         
Operating revenue                                             $    124,872            $    213,036
Cost of Sales                                                       55,927                 159,416
                                                              ------------            ------------
Gross profit                                                        68,945                  53,620
                                                              ------------            ------------
Operating expenses
   Engineering and development costs                                92,902                  59,538
   Marketing expenses                                               94,731                  54,707
   General and administrative expenses                             227,132                 325,740
                                                              ------------            ------------
Total operating expenses                                           414,765                 439,985
                                                              ------------            ------------
Loss before other income (expenses)                               (345,820)               (386,365)
                                                              ------------            ------------
Other income (expenses)
   Interest expense                                                 (6,345)                (50,615)
   Interest income                                                   2,003                   2,512
   Amortization of Goodwill                                        (48,249)                 (8,550)
                                                              ------------            ------------
                                                                   (52,591)                (56,653)
                                                              ------------            ------------
Net loss                                                      ($   398,411)           ($   443,018)
                                                              ============            ------------
Net loss per share of common stock                            ($       .01)           ($       .03)
                                                              ============            ============
Weighted average shares of common stock outstanding             28,196,737              16,955,609
                                                              ============            ============
</TABLE>

            See notes to condensed consolidated financial statements.

                                        2
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended September 30,
                                                                --------------------------------
                                                                   1996                 1995
                                                                   ----                 ----
<S>                                                              <C>                  <C>
Cash flows from operating activities

   Net loss                                                      ($398,411)           ($443,018)

   Total adjustments to reconcile net loss to net cash
     used in operating activities                                  156,896              121,257
                                                                 ---------            ---------
Net cash used in operating activities                             (241,515)            (321,761)
                                                                 ---------            ---------

Cash flows from investing activities

   Cash acquired in acquisition                                       --                275,632

   Property and equipment and progress payments
      on equipment under construction                               (7,072)              (4,096)
                                                                 ---------            ---------
Net cash provided used in investing activities                      (7,072)             273,536
                                                                 ---------            ---------
Cash flows from financing activities
     Proceeds from long-term borrowing                             150,000              145,000

     Sale of common stock, net of offering cost of                  99,000              675,000
         $75,000 in 1995

     Exercise of warrants to purchase common stock                    --                    800

     Payment of note                                                  --                (50,000)
                                                                 ---------            ---------
Net cash provided by financing activities                          249,000              770,800
                                                                 ---------            ---------
Net increase  in cash and cash equivalents                             413              720,575

Cash and cash equivalents, beginning                               203,073              227,972
                                                                 ---------            ---------
Cash and cash equivalents, ending                                $ 203,486            $ 948,547
                                                                 =========            =========


Supplemental disclosures of cash flow information:

   Cash paid during the period for interest                           --                   --
                                                                 =========            =========

   Issuance of common stock in connection with

        Compensation                                             $   2,120            $    --
                                                                 =========            =========

        Consulting services                                      $  30,300            $    --
                                                                 =========            =========

        Payment of an advance from Individual                    $  15,000            $    --
                                                                 =========            =========
</TABLE>
                                        3
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES

           CONDENSED CONSOLIDATE STATEMENTS OF CASH FLOWS (Continued)
                                   (Unaudited)

Supplemental disclosure of non-cash investing and financing activities for three
months ended September 30, 1996:

     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 August, 1995 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.

     In September, 1995 the Company issued 1,000,000 warrants to the then Chief
     Executive Officer and 500,000 warrants to the then financial consultant to
     the Company to purchase the Company's Common Stock at $.25 and $.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 $.15 and 500,000 at $.50).













            See notes to condensed consolidated financial statements.













                                        4
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (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, 1996 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, 1996. 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, 1997.


Note 2  Summary of Significant Accounting Policies

         Description of Business, Financing and Basis of Financial Statement
         Presentation

         Dimensional Visions Group, Ltd. (the "Company" or "DVGL") was
         incorporated in Delaware on May 12, 1988. The Company produces and
         markets lithographically printed stereoscopic prints commonly referred
         to as three-dimensional prints which the Company has termed DV3D(R),
         and lithographically printed animation which the Company has termed
         Animotion.TM

         The Company, on September 12, 1995 completed the acquisition of
         InfoPak, Inc. which manufacturers and markets hardware and software
         information and audio playback systems and method products and
         programs.

         The Company has financed its development through the sale of its
         securities, loans and by certain employees deferring their compensation
         and through the sale of products. The Company has had limited sales of
         its products during the year ended June 30, 1996 and the three months
         ended September 30, 1996. Even though the sales have significantly 
         increased over the prior years the volume of business is not sufficient
         to support the Company's cost structure.

         Liquidity and Capital Resources

         The Company has incurred losses since inception of $17,156,144, and has
         a working capital deficiency of $ 278,324 as of September 30, 1996. The
         future of the Company as an operating business will depend on (1) its
         ability to successfully market its product, (2) obtain sufficient
         capital contributions or financing as may be required to sustain its
         current operations and to fulfill its sales and marketing activities,
         (3) achieving a level of sales adequate to support the Company's cost
         structure, and (4) to ultimately achieve a level of profitability.
         Management's plan to address these issues includes (a) substantially
         increasing marketing efforts of the Company's products and increasing
         sales results, (b) exercise tight cost controls to conserve cash, (c)
         raise additional long term financing, (d) evaluate possible merger or
         acquisition opportunities, and (e) alliances or joint venture agreement
         opportunities.





                                        5
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (Unaudited)


Note 2  Summary of Significant Accounting Policies (Continued)

         Liquidity and Capital Resources (Continued)

         The consolidated financial statements have been prepared on a going
         concern basis which contemplates the realization and settlement of
         liabilities and commitments in the normal course of business. The
         Company expects to incur expenditures to further expand the
         lithographic market. The Company's limited revenue will not be
         sufficient to satisfy the present cost structure. Management recognizes
         that the Company must generate additional resources or substantially
         modify its operating costs to enable it to continue operations with
         available resources. Management plans include the sale of additional
         equity securities, establishing alliance or other joint venture
         arrangements with entities interested in and resources to support the
         Company's current products, or other business transactions which will
         generate sufficient resources to assure continuation of the Company's
         operations.

         Further, there can be no assurances, assuming the Company successfully
         raises additional funds or enters into a business alliance, that the
         Company will achieve profitability or positive cash flow. If the
         Company is unable to obtain adequate additional financing or enter into
         such business alliance, management will be required to sharply curtail
         the Company's lithographic product and curtail its overall operations.

         Consolidation Policy

         The consolidated financial statements include the accounts of DVGL and
         its wholly-owned subsidiaries, InfoPak, Inc. (acquired September 12,
         1995) DVG Plastics, Inc., Digital Dimensions, Inc. and DV3D Images,
         Inc. As of June 30, 1996, all of the wholly-owned subsidiaries are
         inactive, except for InfoPak, Inc. All significant inter-company
         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:


         Equipment                          5 - 7 years
         Furniture and fixtures             5 years
         Leasehold improvements             Term of the initial operating lease
                                            (5 years)






                                        6
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (Unaudited)


Note 2  Summary of Significant Accounting Policies (Continued)

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

         Goodwill

         The excess of the cost over the net assets acquired relates to the
         acquisition of InfoPak, Inc. The goodwill is being amortized over five
         years.

         Engineering and Development Costs

         The Company charges to engineering and development costs all items of a
         non-capital nature related to bringing "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 creation of prototypes. All such costs of a capital nature
         are capitalized.

         Income Taxes

         Deferred income taxes reflect the net 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 carry forwards.

         Employer's Accounting for Post Employment Benefits

         Employers Accounting for Post Employment Benefits Statement of
         Financial Accounting Standards No. 112, Employers Accounting for Post
         Employment Benefits (SFAS No. 112), establishes accounting standards
         for post employment benefits and requires either the accrual of the
         obligation or disclosure, depending upon the circumstances, for the
         cost of benefits provided to former or inactive employees after
         employment or before retirement. The Company adopted SFAS No. 112
         during the first quarter of 1995. Such adoption had no effect on the
         Company's operations or financial position, since the Company does not
         have any post-retirement benefits.

         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-dilutive effect.

         Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         dates of the financial statements and the reported amounts of revenue
         and expenses during the reporting periods. Actual results could differ
         from those estimates.




                                        7
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (Unaudited)


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 fair value of the
         InfoPak assets acquired was $503,944 (originally reported in previously
         filed quarterly financial statements at $442,769 and subsequently
         adjusted at year end by $61,175), which included $275,632 of cash, and
         the liabilities assumed equaled $103,590. The Company also issued
         31,379 shares of Series P Convertible Preferred Stock valued at
         $78,448, in exchange for the cancellation of certain Series P
         Convertible Preferred Stock valued at $78,448, in exchange for the
         cancellation of certain notes payable, including related accrued
         interest, due to certain shareholders of InfoPak. The Company has
         accounted for this transaction as a purchase and, accordingly, resulted
         in the Company recording goodwill of $964,989, which will be amortized
         over five years.

         In addition, certain employees under contract and a consultant received
         17,500 shares of Series P Convertible Preferred Stock valued at $43,750
         as signing bonuses, which are being amortized over the term of the
         contracts.

Note 4  Accounts Payable, Accrued Expenses and Other Liabilities


                                       September 30, 1996   June 30,1996
                                       ------------------   ------------
         Accounts payable                  $114,107           $118,525
         Accrued expenses
           Interest                           3,684              3,684
           Salaries                         141,545            111,449
           Consulting fees                   88,000             88,000
           Payroll Taxes Payable             11,152               --
         Customer deposit                      --               26,400
                                           --------           --------
           Total                           $358,488           $348,058
                                           ========           ========


Note 5  Long-Term Debt

        Long-term debt consisted of the following:

<TABLE>
<CAPTION>
                                                                  September 30,1996        June 30, 1996
                                                                  -----------------        -------------- 
<S>      <C>                                                            <C>                   <C>       
         5% convertible debenture due August 1, 1997                    250,000               250,000(1)
         10% secured notes due in January and February, 1998             75,000(2)             75,000(2)
                                                                       --------              --------
                                                                        325,000               325,000
         Less current portion                                           250,000                  --
                                                                       --------              --------
         Long term portion                                             $ 75,000              $325,000
                                                                       ========              ========
</TABLE>

         The long-term debt, as of June 30, 1996, is classified as long term
         since the entire obligation becomes due during fiscal year ending in
         June 30, 1998.





                                        8
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (Unaudited)

Note 5  Long-Term Debt ( Continued )

         (1) During July through September 30, 1996, $150,000 of the debenture
         was converted to 2,063,186 shares of the Company's common stock at an
         average per share price of $.07. This debt is convertible into the
         Company's common stock at 50% of the price of the Company's stock on
         the day prior to conversion, but at no time shall the conversion price
         be greater than $.31 a share. During September 1996, an additional
         debenture for $ 150,000 was issued. This debt is convertible into the
         Company's common stock at 50% of the price of the Company's stock on
         the day prior to conversion, but at no time shall the conversion price
         be greater than $ .145 a share

         (2) In 1994 and 1995, the Company gave a security interest in all of
         the Company's tangible and intangible assets, including all patents and
         proprietary technologies as collateral for $ 1,982,000 of 10% secured
         notes, which was evidenced by a Uniform Commercial Code of filing on
         March 24, 1994.

         On October 1, 1995, $1,757,000 of the outstanding secured note holders
         exercised their warrant to convert the secured notes to Series B
         Convertible Preferred Stock except for the above secured note holders
         and a director who subsequently, in February 1996, exercised his right
         to convert a $150,000 secured note to Series B Convertible Preferred
         Stock. In addition, the note holders also agreed to convert $262,750 of
         interest due on the 10% secured notes into Series C Convertible
         Preferred Stock. As of September 30, 1996 there remained outstanding $
         75,000 of the 10% secured notes.

Note 6  Commitments and Contingencies

         The Company leases its studio and production facilities in
         Philadelphia, Pennsylvania under a five year operating lease through
         February 28, 1999 at an annual rental of approximately $60,000 through
         June 1996 and adjusted on March 1, of each year through 1998 by $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 (see Note
         9, Subsequent Events) 30 days prior to the ground breaking date on the
         proposed new building site adjacent to where the Company leases space.


<TABLE>
<CAPTION>
             Years Ending June 30,               Annual Rental Amount
             ---------------------               -------------------- 
<S>             <C>                                <C>
                1997                                $  45,600 (remaining rent for fiscal 1997 )
                1998                                   62,200
                1999                                   42,100
                                                   ----------
                                                     $149,900
                                                   ==========    
</TABLE>

         Rent expense was approximately $26,300 and $31,922 for the three months
         ended September 30, 1996 and 1995, respectively.

         The Company has outstanding employment and consulting contracts that
         expire through June 30, 1999 as follows:

<TABLE>
<CAPTION>
             Years Ending June 30,                        Amount
             ---------------------                        ------
<S>             <C>                                     <C>
                1997                                    $  401,000 (remaining for fiscal 1997)
                1998                                       534,000
                1999                                       185,000
                                                       -----------
                                                        $1,120,000
                                                       ===========  
</TABLE>
                                       9
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (Unaudited)


Note 6  Commitments and Contingencies (Continued)

         The Company's former principal distributor of its print products
         refused to pay a certain sales invoice for goods shipped to, accepted
         and paid for by the distributor's customer. The Company had demanded
         payment and the distributor has refused to pay the invoice for
         $213,522. The Company filed for judgment on the $213,522 invoice
         together with interest, costs and such other relief the court will deem
         just and proper. The distributor has filed a counterclaim. Management
         feels this matter will be resolved favorably and will not have a
         material adverse effect on its financial position.

         As of June 30, 1996, the Company has provided an allowance for possible
         bad debts for the full amount of this sales transaction.

         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 June 30,
         1996 was $245,800.


Note 7  Common Stock

         As of September 30, 1996, there are outstanding 15,478,910 of
         non-public warrants to purchase the Company's common stock at prices
         ranging from $.10 to $.75 with a weighted average price of $.21 per
         share. The Company has also agreed to issue up to 2,650,000 warrants to
         purchase the Company's common stock, at prices ranging from $.15 to
         $.20 with a weighted average price of $.19 per share, to certain
         employees. The issuance of these warrants is subject to the individuals
         meeting certain predetermined performance goals, which if obtained
         would improve the Company's DV3DTM print products and the sales of such
         products.

         As of September 30, 1996, there were 603,390 shares of Convertible
         Preferred Stock outstanding which can be converted to 28,797,570 shares
         of common stock (see Note 8).

         As of September 30, 1996, there are 7,500 Series B Warrants outstanding
         to purchase Series B Convertible Preferred Stock which can be converted
         into 750,000 shares of the Company's common stock ( see Note 7 ).

         As of September 30, 1996 there was a $ 250,000 5% Convertible Debenture
         which can be converted into a minimum of 2,714,127 shares of the
         Company's common stock depending upon the price of the Company's common
         stock the day preceding the conversion

         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 50,390,607 shares as of September 30, 1996,
         and would be in addition to the 30,695,013 shares of common stock
         outstanding as of September 30, 1996.







                                       10
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (Unaudited)


Note 7  Common Stock (Continued)

         During the three months ended September 30, 1996, 3,833,356 shares of
         the Company's common stock were issued as follows:

              Conversion of 10,000 shares of Series A convertible Preferred
              stock valued at $100,000 into 400,000 shares of the Company's
              common stock.

              Conversion of 18,817 shares of Series P Convertible Preferred
              stock valued at $47,043 into 188,170 shares of the Company's
              common stock.

              Conversion of $150,000 of convertible debentures to 2,063,186
              shares of the Company's common stock under Regulation S Securities
              Subchapter Agreement.

              Conversion of a $15,000 advance to 150,000 shares of the Company's
              common stock valued at $ .10 per share.

              Issuance of 180,000 shares of the Company's common stock to
              consultants for service valued at $30,200.

              Issuance of 12,000 shares of the Company's common stock to an
              employee for compensation valued at $2,120.

              The Company sold through private placement 990,000 shares of the
              Company's common stock value at $ .10 per share.

Note 8  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:

<TABLE>
<CAPTION>
                                                                 Outstanding         Outstanding
                                              Allocated       September 30, 1996    June 30, 1996
                                              ---------       ------------------    -------------
<S>                                            <C>                  <C>                 <C>   
                Series A Preferred             100,000              30,500              40,500
                Series B Preferred             200,000             190,700             190,700
                Series C Preferred           1,000,000              23,420              23,420
                Series P Preferred             600,000             355,620             374,437
                Series S Preferred              50,000               3,150               3,150
                                             ---------            --------           ---------             
             Total Preferred Stock           1,950,000             603,390             632,207
                                             =========            ========           =========

</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, and have been accumulated on June 30 each year, but
         have not been declared or paid (see Note 6).





                                       11
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (Unaudited)


Note 8  Preferred Stock (Continued)

         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
         and have not been declared or paid (see Note 6).

         The Company filed with the Securities and Exchange Commission form SC
         13E4 on August 19, 1996 an offer to all holders of Series B Preferred
         Stock to exchange each of their shares for 120 shares of the Company's
         common stock. Substantially all of the shares, ninety-six percent
         (96%), have been tendered (see Subsequent Events).

         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.

         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 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 $.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 were issued for
         the purpose of increasing the capital of the Company. 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 S Preferred was issued to certain
         stockholders consisting mainly of officers and directors of the Company
         in exchange for such stockholders' shares of common stock. After this
         exchange, common stock was 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 shareholders.

         The 190,700 shares of Series B Preferred were issued to holders of
         warrants to purchase such preferred stock. The funding for the exercise
         of these warrants was the exchange of $1,907,000 of principal amount of
         secured and unsecured notes.

         The 26,275 shares of Series C Preferred were also issued in exchange
         for $262,750 of interest due under the secured and unsecured note
         holders of 2,855 shares of Series C Preferred Stock have subsequently
         converted their shares into the Company's common stock.









                                       12
<PAGE>

                DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (Unaudited)


Note 9  Events Subsequent to September 30, 1996

         During October, 1996, the Company received $ 450,000 from the sale of
         its securities, $350,000 from the sale of common stock at $.14 per
         share and $ 100,000 from a sale of a convertible debenture with a
         maximum conversion price of $.145 per share.

         On October 23, 1996 the Company's offer to exchange Series B Preferred
         Stock for common stock (see Note 8, Preferred Stock) was extended to
         December 2.

         On October 30, 1996 the Company, in accordance with its planned
         consolidation of all facilities of the Company and Subsidiaries to the
         Phoenix, Arizona headquarters, gave notice to it's Philadelphia
         landlord of its intent to vacate premises in the month of December.



                                       13
<PAGE>

         PART II - OTHER INFORMATION

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

         Liquidity and Capital Resources

         As of September 30, 1996 the Company had working capital deficiency of
         $278,324 compared with a working capital of $78,045 as of September
         30,1995. During the quarter ended September 30, 1996, the Company
         raised a total of $269,000 through the sale of its equity securities
         and debt in various offshore transactions and a private placement and a
         $20,000 advance from an individual. Holders of other debt financing
         representing $ 150,000 converted their debt into shares of Common Stock
         during the quarter.

         The Company expects to receive approximately $ 250,000 to $ 300,000
         during fiscal 1997 from monthly licensing fees for the InfoPak Portable
         MLS product. As of September 30, 1996, InfoPak has billed $42,962 of
         this amount and will continue to invoice its distributors on a monthly
         basis. The majority of the fees will begin in January 1997 pursuant to
         existing distribution agreements. The actual amount of such fees will
         be determined by the number of MLS InfoReaders in service during the
         year.

         As of September 30, 1996 (as described above) the Company raised
         $249,000 through private placement of its securities. The Company needs
         additional funding (see Subsequent Events) in order to maintain current
         operations and extend its product lines. The Company is still not to
         the point of generating sufficient revenues from operations to cover
         its cost structure. The Company has been funding its operations by
         selling its securities in private placements, offshore transactions,
         short-term borrowing, accruing compensation to certain employees, and
         sale of its products. The Company continues to discuss with outside
         shareholders and other third parties the raising of additional funds.
         The amount of third party funding, depends 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 additional funds in the
         long term necessary to maintain its existing operations. In the event
         the Company is not able to secure sufficient funds in a timely basis
         necessary to maintain its current operations, it may cease all or part
         of its existing operations.

         Results of Operations

         The net loss for the period ending September 30, 1996 was $398,411
         compared with a net loss of $443,018 for the period ended September 30,
         1995. The decrease in the loss was caused primarily by a decrease in
         compensation expenses such as consulting fees, professional fees and
         salaries. The Company's cost of producing its DV3D(R) print products
         continued to be high during the early part of the period resulting in
         marginal gross profits for this product. During the later part of the
         period, the Company, through arrangements with new suppliers and
         negotiations with existing suppliers, has been able to substantially
         reduce the cost of producing its DV3D(R) print products with a
         resultant increase in its gross operating margins.

         Revenues for the quarter ended September 30, 1996 were $124,872
         compared to revenues of approximately $213,036 for the quarter ended
         September 30, 1995. The decrease in revenues was the result of the
         Company restructuring operations for its DV3D(R) print products and
         focusing on the addition of the Animotion(TM) line. Revenues for
         InfoPak for the quarter were $97,272. During the quarter, to increase
         present and future revenues, InfoPak changed its distribution program
         by changing its distributor base.

         The Company expects to incur operating losses through the quarter
         ending December 31, 1996. However, the Company continues to implement a
         program for reducing its operating expenses and controlling its
         internal costs. The Company has consolidated its corporate offices in
         Phoenix, Arizona, and anticipates that the production facilities will
         also be consolidated (see Events Subsequent to September 30, 1996) in
         Phoenix by the end of the second fiscal quarter. It has placed its
         various engineering functions under a single engineering officer and

                                       14
<PAGE>


         Results of Operations (Continued)

         its administrative and operations functions under a single
         administrative officer. The Company has decreased its use of
         consultants and continues to lower other non-operating expenses. The
         Company continues to reduce its outside production costs for its
         DV3D(R) print products. The Company has introduced two new products,
         the Animotion(TM) print product and the AutoPakTM electronic automotive
         pricing guidebook product. The Company continues to rely on third party
         vendors for the production of its products and any disruption could
         have a material adverse effect on the Company's operations.

         Events Subsequent to September 30, 1996

         During October, 1996, the Company received $ 450,000 from the sale of
         its securities, $350,000 from the sale of common stock at $.14 per
         share and $ 100,000 from a sale of a convertible debenture with a
         maximum conversion price of $.145 per share.

         On October 23, 1996 the Company's offer to exchange Series B Preferred
         Stock for common stock (see Note 8, Preferred Stock) was extended to
         December 2.

         On October 30, 1996 the Company, in accordance with its planned
         consolidation of all facilities of the Company and Subsidiaries to the
         Phoenix, Arizona headquarters, gave notice to it's Philadelphia
         landlord of its intent to vacate premises in the month of December.


Item 6.  Exhibits and Reports on Form 8-K

         The following documents are filed as part of this report:

         1. The following Exhibits are filed herein:  27.0 Financial Data 
                                                           Schedule:

         2. Reports on Form 8-K filed:                None





                                   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 GROUP, LTD.

DATED: November 8, 1996          By: /s/ George S. Smith
                                     ----------------------------------------
                                     George S. Smith, Chairman, President and
                                     Chief Executive Officer



                                       15