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 December 31, 1999

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

For the transition period from _______________ to ___________________

                         Commission file number 1-10196


                        Dimensional Visions Incorporated
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


         Delaware                                                 23-2517953
--------------------------------                             -------------------
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)


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


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


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

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

As of  December  31,  1999,  the  number of shares of Common  Stock  issued  and
outstanding was 6,025,607.

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

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------

PART I - FINANCIAL  INFORMATION

         Item 1. Financial Statements
         Condensed Consolidated Balance Sheets - December 31, 1999
         and June 30, 1999                                                   1

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

         Condensed Consolidated Statement of Cash Flows - For the six
         months ended December 31, 1999 and 1998                             3

         Notes to Condensed Consolidated Financial Statements                4

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

PART II - OTHER INFORMATION

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

SIGNATURES                                                                  10
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                    DIMENSIONAL VISIONS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 ASSETS

                                                     December 31,     June 30,
                                                         1999           1999
                                                         ----           ----
                                                     (Unaudited)
Current assets
  Cash                                             $    573,802    $     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                  186,979          78,068

  Inventory                                               2,128           6,900
  Prepaid expenses                                        9,648          17,896
                                                   ------------    ------------
Total current assets                                    814,220         164,546
                                                   ------------    ------------
Equipment
  Equipment                                             401,678         401,678
  Furniture and fixtures                                 50,162          50,162
                                                   ------------    ------------
                                                        451,840         451,840

  Less accumulated depreciation                         297,500         279,681
                                                   ------------    ------------
                                                        154,340         172,159
                                                   ------------    ------------
Other assets
  Deferred costs                                        246,788         158,567
  Patent rights and other assets                         33,719          35,701
                                                   ------------    ------------
                                                        280,507         194,268
                                                   ------------    ------------
Total assets                                       $  1,249,067    $    530,973
                                                   ============    ============

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
  Short-term borrowings                            $    235,000    $    213,767
  Current portion of obligations under capital
    leases                                               22,638          20,552
  Accounts payable, accrued expenses and other
    liabilities                                         380,159         534,173
                                                   ------------    ------------
Total current liabilities                               637,797         768,492
Long-term debt                                          320,023         268,215

Obligations under capital leases, net of current
  portion                                                70,168          82,033
                                                   ------------    ------------
Total liabilities                                     1,027,988       1,118,740
                                                   ------------    ------------
Commitments and contingencies                                --              --

Stockholders' equity (deficiency)
  Preferred stock - $.001 par value, authorized
    10,000,000 shares; issued and outstanding -
    1,176,582 shares at December 31, 1999, and
    130,810 shares at June 30, 1999                       1,177             131

  Additional paid-in capital                          1,570,344         658,170
                                                   ------------    ------------
                                                      1,571,521         658,301
  Common stock - $.001 par value, authorized
    100,000,000 shares; issued and outstanding
    6,025,607 shares at December 31, 1999 and
    5,138,192 shares at June 30, 1999                     6,026           5,138
  Additional paid-in capital                         19,910,192      19,556,402
  Deficit                                           (21,266,660)    (20,807,608)
                                                   ------------    ------------
Total stockholders' equity (deficiency)                 221,079        (587,767)
                                                   ------------    ------------
Total liabilities and stockholders' equity
  (deficiency)                                     $  1,249,067    $    530,973
                                                   ============    ============

See notes to condensed consolidated financial statements.

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

<TABLE>
<CAPTION>
                                           Three Months Ended            Six Months Ended
                                               December 31,                 December 31
                                       --------------------------    --------------------------
                                          1999           1998           1999           1998
                                       -----------    -----------    -----------    -----------
<S>                                    <C>            <C>            <C>            <C>
Operating revenue                      $   170,821    $   219,311    $   300,418    $   410,400
Cost of sales                              112,757        152,279        193,261        245,561
                                       -----------    -----------    -----------    -----------
Gross profit                                58,064         67,032        107,157        164,839
                                       -----------    -----------    -----------    -----------
Operating expenses
  Engineering and development costs         47,317         47,808         77,152         97,085
  Marketing expenses                        14,520        115,376         25,367        168,324
 General and administrative expenses       168,241        180,846        348,577        318,888
                                       -----------    -----------    -----------    -----------
Total operating expenses                   230,078        344,030        451,096        584,297
                                       -----------    -----------    -----------    -----------
Loss before other income (expenses)       (172,014)      (238,273)      (343,939)      (419,458)
                                       -----------    -----------    -----------    -----------
Other income (expenses)
  Interest expense                         (53,505)       (17,074)      (120,196)       (29,420)
  Interest income                            5,084         10,527          5,084         21,298
                                       -----------    -----------    -----------    -----------
                                           (48,421)        (6,547)      (115,112)        (8,122)
                                       -----------    -----------    -----------    -----------
Net loss                               $  (220,435)   $  (244,820)   $  (459,051)   $  (427,580)
                                       ===========    ===========    ===========    ===========

Net loss per share of common stock     $      (.04)   $      (.07)   $      (.08)   $      (.12)
                                       ===========    ===========    ===========    ===========

Weighted average shares of common
  stock outstanding                      6,004,181      3,622,049      5,759,686      3,617,089
                                       ===========    ===========    ===========    ===========
</TABLE>

           See notes to condensed consolidated financial statements.

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

                                                   Six Months Ended December 31,
                                                   -----------------------------
                                                      1999               1998
                                                   ---------          ---------
Cash flows from operating activities
  Net loss                                         $(459,051)         $(427,580)
 Total adjustments to reconcile net loss
  to net cash used in operating activities            29,115            131,974
                                                   ---------          ---------
Net cash used in operating activities               (429,936)          (295,606)
                                                   ---------          ---------
Cash flows from investing activities
  Proceeds from payments on notes receivable              --             17,428
  Purchase of furniture and equipment                     --            (58,800)
                                                   ---------          ---------
Net cash used in investing activities                     --            (41,372)
                                                   ---------          ---------
Cash flows from financing activities
  Payment of obligations under capital lease          (9,780)            (3,469)
  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                       --            (15,133)
  Proceeds from exercise of warrants                  40,000                 --
  Sale of preferred stock, net of offering costs
    of $94,500                                       955,500                 --
                                                   ---------          ---------
Net cash provided by financing activities            985,720            356,998
                                                   ---------          ---------
Net increase in cash                                 555,784             20,020
Cash, beginning                                       18,018             15,910
                                                   ---------          ---------
Cash, ending                                       $ 573,802          $  35,930
                                                   =========          =========

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

Supplemental disclosure of non-cash investing and financing activities:

During the 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  434,000  shares of its  common  stock to  consultants  for
services valued at $210,000.

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

           See notes to condensed consolidated financial statements.

                                       3
<PAGE>
                 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       SIX MONTHS ENDED DECEMBER 31, 1999
                                   (UNAUDITED)

NOTE 1 BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

     The interim financial  statements are prepared pursuant to the requirements
     for  reporting on Form 10-QSB.  The June 30, 1999,  balance sheet data were
     derived  from  audited  financial  statements  but  does  not  include  all
     disclosures  required by  generally  accepted  accounting  principles.  The
     interim   financial   statements  and  notes  thereto  should  be  read  in
     conjunction  with  the  financial  statements  and  notes  included  in the
     Company's  Annual Report on Form 10- KSB for the fiscal year ended June 30,
     1999.  In the  opinion of  management,  the  interim  financial  statements
     reflect all adjustments of a normal  recurring  nature necessary for a fair
     statement  of the results for the interim  periods  presented.  The current
     period  results of  operations  are not  necessarily  indicative of results
     which ultimately will be reported for the full year ending June 30, 2000.

NOTE 2 ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

                                             December 31, 1999   June 30,1999
                                             -----------------   ------------
     Accounts payable                             $206,355         $403,837
     Accrued expenses
          Interest                                 105,615           61,465
          Salaries                                  42,875           63,159
     Payroll Taxes Payable                           5,314            5,712
                                                  --------         --------
     Total                                        $360,159         $534,173
                                                  ========         ========

NOTE 3 SHORT-TERM BORROWINGS

     As of December 31, 1999, 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  filing of a
     registration statement is completed.

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 December 31, 1999, the debentures are convertible into 485,000 shares
     of the Company's common stock.

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

     The  warrants  were valued at $310,850  by using the Black  Scholes  option
     pricing model.  Accordingly,  the debentures  were discounted for the value
     allocated to the warrants and additional paid-in capital was recorded.  For
     the six months  ended  December 31, 1999,  additional  interest  expense of
     $51,808 was recorded and the remaining unamortized discount was $164,977.

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

NOTE 4 LONG-TERM DEBT (CONTINUED)

     As of  December  31,  1999,  the  discounted  value of the  debentures  was
     $320,023.

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

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
     $66,600.

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

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

     The  Company  has not  declared  dividends  on  Series  A or B  Convertible
     Preferred Stock.  The cumulative  dividends in arrears through December 31,
     1999, was approximately $88,000.

NOTE 6 COMMON STOCK

     As of December  31, 1999,  there are  outstanding  5,817,210 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 $0.63 per share.

     As of December 31, 1999,  there were 1,176,582 shares of various classes of
     Convertible Preferred Stock outstanding which can be converted to 1,515,833
     shares of common stock.

     As of December 31, 1999,  there were $485,000 of secured  debentures  which
     can be converted  into  485,000  shares of the  Company's  common stock and
     $235,000 of  short-term  borrowings  which can be  converted  into  685,000
     shares of the Company's common stock.

     The total  number of shares of the  Company's  common stock that would have
     been  issuable  upon  conversion  of the  outstanding  debt,  warrants  and
     preferred stock equaled 8,503,043 shares as of December 31, 1999, and would
     be in addition to the 6,025,607  shares of common stock  outstanding  as of
     December 31, 1999.

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

NOTE 6 COMMON STOCK (CONTINUED)

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

     During the six months ended  December 31, 1999,  the Company issued 434,000
     shares of its common stock to consultants for services valued at $210,000.

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

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

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
                                ---------                  -----------
                                             December 31, 1999     June 30, 1999
                                             -----------------     -------------
        Series A Preferred        100,000           23,000             23,000
        Series B Preferred        200,000            3,500              3,500
        Series C Preferred      1,000,000           13,442             17,670
        Series D Preferred        375,000          375,000                 --
        Series E Preferred      1,000,000          675,000                 --
        Series P Preferred        600,000           86,640             86,640
                                  -------           ------             ------

     Total Preferred Stock      3,325,000        1,176,582            130,810
                                =========        =========            =======

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

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

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

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

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

     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.

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

NOTE 7 PREFERRED STOCK (CONTINUED)

     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 six months ended
     December 31, 1999 and 1998.

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

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

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

     THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998

     RESULTS OF OPERATIONS

     The net loss for the quarter ended December 31, 1999, was $220,435 compared
     to a net loss of $244,820 for the quarter ended December 31, 1998. The loss
     before other income and expenses for the quarter  ended  December 31, 1999,
     was  $172,014  compared to a loss before  other income and expenses for the
     quarter  ended  December 31, 1998,  of $238,273.  Approximately  $46,875 of
     administrative  expenses were for  consulting  services and were paid using
     the Company's common stock.  Additionally,  $30,404 of the interest expense
     is comprised of the  amortization of the discounted value of the debentures
     and $23,018  will be  converted  into the  Company's  common stock upon the
     effectiveness of a registration statement by the Company.

     Revenue for the quarter ended December 31, 1999,  was $170,821  compared to
     revenue of $219,311 for the quarter ended  December 31, 1998.  Sales of the
     Company's  print  products for the quarter  ended  December  31, 1999,  was
     approximately  $7,000  less than the  similar  period a year  earlier.  The
     further  reduction  in revenue was the result of the  continued  diminished
     effect of the  Company's  subsidiary,  InfoPak, on the Company's  earnings.
     Timing also  contributed  to the slight  decline in revenue.  Approximately
     $79,000 in sales was  produced  and  shipped  during the first two weeks in
     January 2000.

     LIQUIDITY AND CAPITAL RESOURCES

     As of December  31,  1999,  the Company  had a working  capital  surplus of
     $176,423,  compared  with a working  capital  deficiency  of $161,400 as of
     December 31, 1998.  During the three  months ended  December 31, 1999,  the
     Company  raised  $675,000  net of  offering  costs of $57,000  through  the
     private sale of its Series E Preferred Stock (see Note 6). The funds raised
     in the private  offering are  responsible for the majority of the change in
     working capital compared to the same period last year.

     SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998

     RESULTS OF OPERATIONS

     The net loss for the six months  ended  December  31,  1999,  was  $459,051
     compared to a net loss of $427,580  for the six months  ended  December 31,
     1998. The Company would have reported an improved six months ended December
     31, 1999,  compared to the similar  period ended  December 31, 1998, if the
     net loss were reduced by the $73,042  attributable  to the  amortization of
     the discounted  value of the debentures and the $44,975 in interest expense
     that  will  be  converted  to  common  stock  upon  the  completion  of the
     registration statement. The loss before other income and expenses decreased
     by over  $75,000 for the six months ended  December  31, 1999,  to $343,939
     from $419,458 for the six months ended  December 31, 1998.

     Revenue for the six months ended December 31, 1999,  was $300,418  compared
     to revenue of $410,400 for the six months ended December 31, 1998. Sales of
     the Company's  print  products were similar for the periods ended  December
     31,  1999 and 1998.  The  contribution  of  InfoPak  revenue  decreased  by
     approximately $100,000. As stated above, the timing of some large orders at
     the end of the year that did not  deliver  until early  January  2000 would
     have  increased the revenue  figure for the period ended December 31, 1999,
     by approximately  $79,000.  In addition,  a substantial amount of executive
     time was spent on raising  capital  and  improving  the  Company's  balance
     sheet.

     LIQUIDITY AND CAPITAL RESOURCES

     The Company is currently enjoying an improved liquidity position.  With the
     completion  of the  Series  D  Preferred  and  Series E  Preferred  private
     placements  there is over  $570,000 in  available  cash as of December  31,
     1999,  and accounts  receivable  have  increased by over  $100,000 from the
     fiscal year ended June 30, 1999.

                                       8
<PAGE>
     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. As of December 31, 1999, the
     entire  outstanding  balance  of  $720,000  of  debentures  and  $60,748 of
     accounts  payable will be converted  to 2,081,995  shares of the  Company's
     common  stock.  Interest on the  debentures  continues to accrue at 12% per
     annum until the filing of a registration statement is completed.

     YEAR 2000 COMPLIANCE

     The Company's business  operations depend on a network of computer systems.
     Many of the systems previously used a two digit date field to represent the
     date and  could  not have  distinguished  the Year  1900 from the Year 2000
     (commonly referred to as the Year 2000 problem). In addition, the fact that
     the Year 2000 is a leap  year  could  have  created  difficulties  for some
     systems.  At this date, it appears that the  operations of the Company have
     not been materially  adversely  affected by any Year 2000  computer-related
     problems.  However,  it is still  possible  that Year 2000  problems  could
     emerge.  If the Company or one of its vendors develops  problems related to
     Year 2000  which  have not shown up at this  date,  the  operations  of the
     Company may be adversely affected.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

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

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

     On December  30,  1999,  the Company  completed  a private  placement  (the
     "Series E Private  Placement")  of  675,000  units of its  securities  (the
     "Units"),  each Unit consisting of one share of Series E Preferred Stock of
     the Company and one  warrant,  exercisable  at $0.50 and  expiring 120 days
     after the date of effectiveness of a registration statement of the Company,
     at $1.00 per Unit.  The  Series E Private  Placement  was  exempt  from the
     registration  provisions  of the  Securities  Act of 1933,  as amended (the
     "Act") by virtue of Section 4(2) of the Act, as  transactions  by an issuer
     not involving any public  offering.  The securities  issued pursuant to the
     Series E Private  Placement were  restricted  securities as defined in Rule
     144 of the Act.  The  offering  generated  net  proceeds  of  approximately
     $618,000.  All investors in the Series E Private  Placement were accredited
     investors as that term is defined in Rule 501 of Regulation D adopted under
     the Act.

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<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

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

     None.

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     The following documents are filed as part of this report:

     1.   The following Exhibits are filed herein:

          27.1      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 INCORPORATED



DATED: January 27, 2000                By: /s/ John D. McPhilimy
                                           -------------------------------------
                                           John D. McPhilimy, Chairman
                                           President and Chief Executive Officer

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