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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10Q-SB


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


                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

                 SECURITIES AND EXCHANGE COMMISSION FILE NUMBER
                                    000-26369


                           DICOM IMAGING SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  NEVADA                                  88-0422026
     (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                IDENTIFICATION NUMBER)


                              1350 E. FLAMINGO ROAD
                                    SUITE 847
                               LAS VEGAS, NV 89119
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (877) 624-6243
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 (520) 441-8755
              (REGISTRANT'S FACSIMILE NUMBER, INCLUDING AREA CODE)



         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days.

                            YES [ ]      NO [X]

      The number of issued and outstanding shares of the Registrants Common
Stock, $0.001 par value, as of September 30, 1999, was 2,400,000.


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                           DICOM IMAGING SYSTEMS, INC.

<TABLE>
<CAPTION>
                                    PART I-FINANCIAL INFORMATION

                                                                                                 Page
                                                                                                 ----
<S>                                                                                                 <C>
Item 1.  Financial Statements:

         Balance Sheet at September 30, 1999........................................................3

         Condensed Statements of Operations for the three month period
         ended September 30, 1999...................................................................4

         Condensed Statements of Cash Flows for the three month period
         ended September 30, 1999...................................................................5

         Notes to Unaudited Condensed Financial Statements..........................................6-7

         Item 2.  Management's Plan of Operation for the twelve month period
         beginning September 30, 1999...............................................................8-9

                                      PART II-OTHER INFORMATION

Item 1.  Legal Proceedings .........................................................................9

Item 2.  Changes in Securities......................................................................9

Item 3.  Defaults Upon Senior Securities............................................................9

Item 4.  Submission of Matters to a Vote of Security Holders........................................9

Item 5.  Other Information 9

Item 6.  Exhibits and Reports on Form 8-K...........................................................9

Signatures..........................................................................................9

Exhibit 27.1 Financial Data Schedule................................................................10
</TABLE>


















                                                                               2

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INFORMATION REQUIRED IN QUARTERLY REPORT

CERTAIN FORWARD-LOOKING INFORMATION

         The information contained in this Quarterly Report includes
forward-looking statements. Since this information is based on current
expectations which involve risks and uncertainties, actual results could differ
materially from those expressed in the forward-looking statements.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

































                                                                               3


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-------------------------------------------------------------------------------
                           DICOM IMAGING SYSTEM, INC.
--------------------------------------------------------------------------------
                                  BALANCE SHEET
                         For Month Ended September 1999



<TABLE>
<CAPTION>


<S>                                                       <C>              <C>            <C>            <C>
ASSETS
     CURRENT ASSETS
         CASH ON HAND
            Wells Fargo Checking USD                      $ 58,034
            Check Register                                  35,295
            Savings Register                                  (370)
                                                          --------
        Total Cash on Hand                                                 $ 92,959
         Intercompany Account                                                (73,038)
         Accounts Receivable                                                 511,022
         Dicom Software Loan Receivable                                       44,201
         Deferred Charges                                                     27,058
                                                                          ----------
     TOTAL CURRENT ASSETS                                                                  $ 602,202
     FIXED ASSETS
         Deferred Tax Assets                                                                 130,809
         Computer Equipment
            Comp Equip - Original Cost                      47,784
            Comp Equip - Acc. Depreciation                  (6,892)
                                                          --------
         TOTAL COMPUTER EQUIPMENT                                             40,892
            Demo Equip - Original Cost                      13,328
            Demo Equip - Acc. Depreciation                  (1,062)
                                                          --------
         Total Demonstration Equipment                                        12,266
                                                                          ----------
     TOTAL FIXED ASSETS                                                                       53,158
                                                                                           ---------
TOTAL ASSETS                                                                                                $ 786,169
                                                                                                            =========
LIABILITIES
     CURRENT LIABILITIES
         Accounts Payable                                   28,340
         Accrued Liabilities                              $ 11,751
                                                          --------
     TOTAL CURRENT LIABILITIES                                                40,091
                                                                          ----------
TOTAL LIABILITIES                                                                             40,091

EQUITY
     Owner's/Shareholder's Equity                                          1,000,000
     Retained earnings                                                       (67,936)
     Current Years Earnings                                               $ (185,986)
                                                                          ----------
TOTAL EQUITY                                                                               $ 746,078
                                                                                           ---------
TOTAL LIABILITIES & EQUITY                                                                                  $ 786,169
                                                                                                            ---------
</TABLE>






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<PAGE>   5

--------------------------------------------------------------------------------
                           DICOM IMAGING SYSTEM, INC.
--------------------------------------------------------------------------------
                             PROFIT & LOSS STATEMENT
                            For Months July-Sept 1999
<TABLE>
<CAPTION>


<S>                                                         <C>             <C>
INCOME
    Software/Support                                        $ 655,456 ***
    Hardware                                                   35,986
    Freight Collected                                           2,677
    Discounts                                                    (201)
TOTAL INCOME                                                                $ 693,918

COST OF SALES                                                                  30,869
                                                                            ---------

GROSS PROFIT                                                                  663,049

EXPENSES
    GENERAL & ADMINISTRATIVE EXP
       Salaries                                                81,307
       Development                                             32,733
                                                             --------
    TOTAL GENERAL & ADMINISTRATIVE EXP                                        114,040
    START-UP EXPENSES
       Video                                                    3,436
       Initial Mailing                                          4,631
       TS Costs                                                23,519
       Web Design                                               6,248
       Ads                                                      9,001
       Travel                                                  24,530
       Legal                                                   36,137
       Investor Relations                                       2,509
       Bank charges                                          $    109
                                                             --------
    TOTAL START-UP EXPENSES                                                   110,120
    OVERHEAD                                                                   62,366
                                                                            ---------
TOTAL EXPENSES                                                                286,526

NET INCOME (LOSS) BEFORE TAXES                                                376,523


INCOME TAX EXPENSE                                                            128,018
                                                                            ---------

NET INCOME (LOSS)                                                           $ 248,505
                                                                            =========

NET INCOME (LOSS) PER SHARE BEFORE TAXES                                    $  0.1569
                                                                            =========
NET INCOME (LOSS) PER SHARE AFTER TAXES                                     $  0.1035
                                                                            =========
</TABLE>

*Average number of common shares outstanding 2,400,000.
*** Please see the accompanying notes




                                                                               5






<PAGE>   6

--------------------------------------------------------------------------------
                           DICOM IMAGING SYSTEM, INC.
--------------------------------------------------------------------------------
                             STATEMENT OF CASH FLOWS
                        For Months July - September 1999






CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit                                                     $ 248,505

    Decrease in deferred taxes                                   128,018
    Deduct loan receivable                                       (44,201)
    Deduct accounts receivable increase                         (511,201)
    Add back accounts payable increase                             7,116
    Increase in accrued liabilities                               11,751
    Deduct intercompany transfers                                 73,038
    Add back legal advance                                        25,915

Net Cash (Used) In Operating Activities                          (61,059)
                                                               ---------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchases of property and equipment                              412
                                                               ---------

CASH FLOW FROM FINANCING ACTIVITIES                                    -

Net increase (decrease) in cash                                  (61,471)
                                                               =========

    Cash, July 1, 1999                                           155,384
    Cash, September 30, 1999                                      93,913
Reconciliation of cash decrease                                $ (61,471)
                                                               =========









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                           DICOM IMAGING SYSTEMS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           July 1 - September 31, 1999

                NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was incorporated March 17, 1999 under the laws of the State of
Nevada. The Company was organized to engage in any lawful activity. The Company
currently has no operations and, in accordance with SFAS #7, is considered a
development stage company.

In March of 1999 the Company entered into a license and distribution agreement
with Torchmark Holdings to secure rights to image archiving and retrieval
software for use in dental diagnostic procedures and for other applications.

               NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING METHOD

The Company records income and expenses on the accrual method.

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 date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. Depreciation is recorded using the
straight-line method over the estimated useful life. Computer hardware and
equipment is depreciated over a period of three years.

INCOME TAXES

Income Taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes." A deferred tax asset or liability is recorded for
all temporary differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred.

NOTE 3 - INCOME TAXES

The company reported a net income before taxes of $376,523 for the quarter
ending September 30, 1999. By applying the U.S. federal income tax rate of 34%
to pretax income, the company is reducing it's deferred tax asset by $128,018
and recording a tax expense of same.




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        ---------------------------------------------- -----------------
        Net Operating Losses                           $130,809
        ---------------------------------------------- -----------------
        Less:  valuation allowance                     $ -
        ---------------------------------------------- -----------------
        Net deferred tax assets                        $130,809
        ---------------------------------------------- -----------------

The deferred taxes are presented in the balance sheet as a long term asset.

At September 30, 1999 the Company has net operating loss carryfowards for
federal income tax purposes of $385,119, which are available to offset future
taxable income through 2019.

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
asset will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which the related temporary differences become deductible.

                          NOTE 4 - STOCKHOLDERS' EQUITY

COMMON STOCK

The authorized common stock of the Company consists of 50,000,000 shares with a
par value of $0.001 per share. Issued and outstanding common stock shares equal
to 2,400,000 were issued on March 31, 1999.

PREFERRED STOCK

The authorized preferred stock of the Company consists of 10,000,000 shares with
a par value of $0.001 per share. No preferred stock shares were issued and
outstanding at September 30, 1999.


                          NOTE 5 - REVENUE RECOGNITION

THE REVENUE OF THE AMENDED AND RESTATED LICENSE AGREEMENT IS CONTINGENT ON THE
COMPANY MEETING CERTAIN MILESTONES. THERE CAN BE NO ASSURANCE THAT SUCH
MILESTONES WILL BE MET. The $655,456 in Software sales reflects a $600,000 sale
of a license agreement pursuant to the Amended and Restated License Agreement
effective September 29, 1999 and attached to this filing as an exhibit. In July
of 1999, Dicom had entered into a Software Agreement with Knowledge Systems
International ("Software Agreement") whereby Knowledge Systems International
would pay a License Fee of $400,000 for a license to certain Dicom software.
Knowledge Systems International breached this Software Agreement in August, 1999
due to non-payment. The Licensee of the Amended and Restated License Agreement
desired to engage in a collaboration, joint venture or equity arrangement with
Dicom Imaging Systems, Inc. Upon learning that Knowledge Systems International
had breached its Software Agreement with Dicom due to non-payment, the Licensee
desired to negotiate a License to assume some of the profits that Knowledge
Systems International would have earned under the Software Agreement. Dicom and
Licensee negotiated a License Agreement and then an Amended and Restated License
Agreement, whereby Licensee would earn up to $50,000 in royalties for a License
to the Image Explorer Software in exchange for payment of a License Fee of
$600,000. Only $100,000 of the License Fee has been paid to date. There are
certain milestones that must be reached in order for the remaining $500,000 to
be paid. The first Milestone is that Dicom must have its application to trade on
the NASD OTC Bulletin Board approved by January 31, 2000. In addition, Dicom has
represented to Licensee that there will be total sales of at least $400,000 of
the Licensed Software by January 31, 2000, total sales of at least $600,000 by
March 31, 1999, total sales of at least $800,000 by May 31, 1999 and total sales
of $1,000,000 by June 30, 1999 ("Sales Milestones"). If any of the Sales
Milestones are not met, Licensee is entitled to (1) cancel the License and (2)
request a refund of License Fees paid to date, less any paid Royalty Payments.
Dicom must pay the Licensee 50% of its gross revenue from the sale of the Image
Explorer Software for the three year term of the License, up to a maximum of the
total of the License Payments plus $50,000. While management anticipates that
all of the milestones will be met, there can be no assurance that this will be
the




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case. While management has been advised by the auditors of Dicom that the full
$600,000 License Fee may be recognized as sales revenue in this quarter ending
September 30, 1999, it is possible that Dicom will realize no net revenue from
the Amended and Restated License Agreement if the milestones are not met.

Item 2. Management's Plan of Operation over the twelve month period beginning
        June 30, 1999

         Dicom Imaging Systems, Inc., a Nevada Corporation ("Dicom" or "DIS" or
the "Company") is a development stage software provider to the dental industry
and associated groups. It is the plan of Dicom to capture market share of
imaging software in dentistry by producing and distributing, free of charge, an
imaging software application known as IMAGE EXPLORER AND IMAGE EDITOR ("Image
Explorer") to dentists, dental specialists, dental laboratories, dental
insurance companies, and educational facilities throughout North America. Dicom
requires registration of its Image Explorer product by its customers through a
telephone registration system. At the point of registration of IMAGE EXPLORER,
it is anticipated that Dicom representatives will market a series of value added
software modules, support services and select imaging hardware devices to its
software registrants.

         The core Image Explorer product functions primarily as a means for
dental professionals to categorize, manage and manipulate patient images by
means of a visual interface. The value added software modules each provide
products to assist dental professionals with a specific area of image management
and manipulation, such as cosmetic whitening procedures on teeth. The value
added software modules can be added and integrated as dental professionals
become more familiar with the Dicom's Image Explorer technology. Dicom had not
yet commenced sales of its Image Explorer product at June 30, 1999. Sales of the
Image Explorer product were commenced in July, 1999.

         Dicom's plan of operation over the next twelve months is to continue to
develop and improve the Software throughout the year, responding to customer
comments and requests and producing an updated version of the core product,
Image Explorer. Dicom intends to aggressively capture market share over the next
twelve months through attendance at nearly every significant dental tradeshow
held in Canada and the United States. We plan to staff our booths at these
tradeshows with Dicom personnel who can explain and market our product to the
dentists in attendance. In addition, Dr. Gane plans an aggressive lecture,
seminar campaign, where he will speak to audiences of dental professionals
throughout Canada about dental imaging in general and Image Explorer in
particular. Because Dr. Gane receives a number of invitations to speak
throughout the year to dental professionals eager to improve and develop their
practices, we feel that these events provide him with an opportunity to promote
Image Explorer throughout the year to a large number of dental professionals.

         Dicom intends over the next twelve months to negotiate supply
relationships with most of the major dental product distributors in North
America and to greatly expand the number of distributors who stock the Dicom
product. Dicom has planned an aggressive advertising campaign in Dental Products
Report and other dental trade magazines to continue to promote Image Explorer
throughout the year to dental professionals.

         Dicom intends to purchase the license rights to the medical version of
the Image Explorer product from Torchmark. Originally, Dicom had anticipated
purchasing and commencing development on the medical version of the Image
Explorer software in October, 1999. Presently, management anticipates that his
will occur by December, 1999. Management intends to spend the balance of the
next twelve months developing and marketing the medical version of Image
Explorer to medical professionals.

         Dicom intends to develop and enhance its web site over the next twelve
months and to drive traffic to the site by pursuing links with other dental
related sites and by purchasing banner advertisements on dental product sites.
Dicom is currently in discussions with various Internet consultants to add
multimedia and enhanced functionality to the web site, as well as improve
graphic design elements.

         Dicom intends to streamline its customer support functions over the
next twelve months through extensive scripting of commonly experienced technical
and product usage problems as they are encountered by our customer support
staff. In addition, Dicom intends to begin its intensive telemarketing campaign
and to continue it throughout the next twelve months, with a goal of contacting
by telephone all leads generated by our presence at trade shows, Dr. Gane's
lectures, through our web site and through reader responses to our
advertisements in dental trade magazines.

         In addition to developing an upgraded version of the core Image
Explorer product during the next twelve months, Dicom intends to develop other
value-added software modules and other methods for



                                                                               9
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enhancing its revenue stream, including corporate partnering agreements and
agreements to bundle the Image Explorer core product with other manufacturer's
hardware products.

         Under the terms of Dicom's stock subscription agreements with its
common shareholders, Dicom is prohibited from raising additional capital through
the sale of new equity in the company or through the undertaking of any material
indebtedness without the consent of the shareholders. Dicom intends, however, to
obtain a waiver of this prohibition in November of 1999, at which point Dicom
intends to undertake a limited offering of its securities. Management has not
yet determined the terms or amount of such a potential offering.

PART II-OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

Item 5.  Other Information

         In July of 1999, Dicom had entered into a Software Agreement with
Knowledge Systems International ("Software Agreement") whereby Knowledge Systems
International would pay a License Fee of $400,000 for a license to certain Dicom
software. Knowledge Systems International breached this Software Agreement in
August, 1999 due to non-payment. Dicom negotiated an Amended and Restated
License Agreement in September, 1999 with another party for a $600,000 license
fee. This license fee is contingent on Dicom meeting certain Milestones. The
first Milestone is that Dicom must have its application to trade on the NASD OTC
Bulletin Board approved by January 31, 2000. In addition, Dicom has represented
to Licensee that there will be total sales of at least $400,000 of the Licensed
Software by January 31, 2000, total sales of at least $600,000 by March 31,
1999, total sales of at least $800,000 by May 31, 1999 and total sales of
$1,000,000 by June 30, 1999 ("Sales Milestones"). If any of the Sales Milestones
are not met, Licensee is entitled to (1) cancel the License and (2) request a
refund of License Fees paid to date, less any paid Royalty Payments. Dicom must
pay the Licensee 50% of its gross revenue from the sale of the Image Explorer
Software for the three year term of the License, up to a maximum of the total of
the License Payments plus $50,000. While management anticipates that all of the
milestones will be met, there can be no assurance that this will be the case.
While management has been advised by the auditors of Dicom that the full
$600,000 License Fee may be recognized as sales revenue in this quarter ending
September 30, 1999, it is possible that DICOM WILL REALIZE NO NET REVENUE FROM
THE AMENDED AND RESTATED LICENSE AGREEMENT IF THE MILESTONES ARE NOT MET.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

Exhibit 10.1 Amended and Restated License Agreement between Registrant and
Douglas Campbell effective September 29, 1999.








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Exhibit 27.1  Financial Data Schedule

(b)      Reports on 8-K

         None.











































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SIGNATURES

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

DICOM IMAGING SYSTEMS, INC.
---------------------------
(Registrant)

Date: November 7, 1999
      ----------------

By: /s/ David Gane
    --------------------------
David Gane
President and Chief Executive Officer









































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