<PAGE>   1

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


                                   FORM 10Q-SB
                                 AMENDMENT NO. 1


       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.



================================================================================

<PAGE>   2
                          DICOM IMAGING SYSTEMS, INC.

                          PART I-FINANCIAL INFORMATION
<TABLE>
<CAPTION>

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

         Balance Sheet at September 30, 1999 ...................................  4

         Consolidated Statement of Operations for the period from
         March 17, 1999 to September 30, 1999 ..................................  5

         Consolidated Statement of Operations for the interim period
         from April 1, 1999 to September 30, 1999 ..............................  6

         Consolidated Statement of Operations for the three month period
         ended September 30, 1999 ......................... ....................  7

         Statement of Stockholders Equity for the interim period from March 17,
         1999 to September 30, 1999 ............................................  8

         Consolidated Statement of Cash Flows for the period from March 17, 1999
         to September 30, 1999 .................................................  9

         Consolidated Statement of Cash Flows for the interim period from
         April 1, 1999 to September 30, 1999 ................................... 10

         Consolidated Statement of Cash Flows for the three month period
         ended September 30, 1999............................................... 11

         Notes to Unaudited Consolidated Financial Statements................... 12

         Item 2.  Management's Plan of Operation for the twelve month period
         beginning September 30, 1999........................................... 14


                            PART II-OTHER INFORMATION

Item 1.  Legal Proceedings...................................................... 15

Item 2.  Changes in Securities.................................................. 15

Item 3.  Defaults Upon Senior Securities........................................ 15

Item 4.  Submission of Matters to a Vote of Security Holders.................... 15

Item 5.  Other Information ..................................................... 16

Item 6.  Exhibits and Reports on Form 8-K....................................... 16

Signatures...................................................................... 17

Exhibit 27.1 Financial Data Schedule

</TABLE>



                                       2
<PAGE>   3




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


<PAGE>   4
                           DICOM IMAGING SYSTEMS, INC

                           CONSOLIDATED BALANCE SHEET
     As of September 30, 1999, with comparative figures for March 31, 1999
                                   (Unaudited)
                          (Development Stage Company)

<TABLE>
<CAPTION>
                                                    September 30, 1999   March 31, 1999
                                                    ------------------   --------------
<S>                                                      <C>              <C>
ASSETS
  CURRENT ASSETS
    CASH ON HAND
      Checking Accounts                                  $  76,300        $  11,863
      Savings Accounts                                       4,783          211,039
      Petty Cash                                               128               --
                                                         --------------------------
    TOTAL CASH ON HAND                                      81,211          222,902
    Stock Subscription Receivable                               --          443,950
    Accounts Receivable                                      2,669               --
    Prepaid Expenses                                        21,947
    Licensing Agreement Receivable                              --           97,500
    Dicom Software Loan Receivable                          66,093               --
                                                         --------------------------
 TOTAL CURRENT ASSETS                                      171,920          764,352
                                                         --------------------------
 LONG TERM ASSETS
    Deferred Income Tax                                    309,501           34,998
    Computer Equipment
      Comp Equip - Orig Cost                                48,825           34,914
      Comp Equip - Accum. Dep'n                             (8,087)               0
                                                         --------------------------
   Net Computer Equipment                                   40,738           34,914
                                                         --------------------------
   Demonstration Equipment
      Demo Equip - Orig Cost                                14,324               --
      Demo Equip - Accum. Dep'n                             (1,366)              --
                                                         --------------------------
   Net Demonstration Equipment                              12,958               --
                                                         --------------------------
 TOTAL LONG TERM ASSETS                                    363,197           69,912
                                                         --------------------------

TOTAL ASSETS                                             $ 535,117        $ 834,264
                                                        ===========================

LIABILITIES
  CURRENT LIABILITIES
    Accounts payable                                     $  86,325              $--
    Deferred revenue                                       100,000               --
                                                        ---------------------------
  TOTAL CURRENT LIABILITIES                                186,325               --
                                                        ---------------------------
  Tax Liabilities
    Payroll Taxes                                            2,512               --
     GST Collected                                          (2,928)              --
                                                        ---------------------------
   TOTAL TAX LIABILITIES                                      (416)              --
                                                        ---------------------------
TOTAL LIABILITIES                                          185,909               --
                                                        ---------------------------

EQUITY
  OWNER'S/SHAREHOLDER'S EQUITY
    Common Stock                                             2,400            2,400
    Additional Paid In Capital                             947,600          899,800
                                                        ---------- ----------------
  TOTAL OWNER'S/SHAREHOLDER'S EQUITY                       950,000          902,200
  DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE        (600,792)         (67,936)
                                                        ---------- ----------------
TOTAL EQUITY                                               349,208          834,264
                                                        ---------- ----------------

TOTAL LIABILITY & EQUITY                                 $ 535,117        $ 834,264
                                                        ========== ================
</TABLE>




                                       4


<PAGE>   5

                           DICOM IMAGING SYSTEMS, INC

                      CONSOLIDATED PROFIT & LOSS STATEMENT
            For the period from March 17, 1999 to September 30, 1999
                                   (Unaudited)
                          (Development Stage Company)


INCOME
    Software/Support                         55,134
    Hardware                                 37,958
    Miscellaneous                             3,127
    Freight Collected                         2,758
    Discounts                                  (200)
  TOTAL INCOME                                                        $  98,777

COST OF SALES                                                            31,592

GROSS PROFIT                                                          $  67,185
                                                                      ---------

EXPENSES
  GENERAL & ADMINISTRATIVE EXP
    Salaries                                 79,902
    Development                              38,672
TOTAL GENERAL & ADMINISTRATIVE EXP                      $ 118,574
                                                        ---------
START-UP EXPENSES
    NASD Filing                             138,545
    Video                                     5,217
    Master CD                                 4,900
    Initial Mailing                          38,220
    Equipment                                 1,171
    Tradeshow Booth                           1,184
    Tradeshow Costs                          40,751
    Web Design                                7,753
    Ads                                      40,522
    Travel                                   44,525
    Legal                                    23,011
    Investor relations                           --
    Start-up Overhead                       372,976
    Contingency                              42,000
  TOTAL START-UP EXPENSES                                 760,775
                                                        ---------
  OVERHEAD
    Rent                                      5,524
    Telephone                                 9,179
    Office equipment lease                    8,608
    Consulting                                8,083
    Web Site Maintenance                      2,969
    Office Supplies                           2,784
    Miscellaneous                             1,475
    Printing                                  6,520
    Courier                                   6,163
    Mailings                                 10,409
    Wages                                    25,288
    Employer Payroll Tax Expense              1,723
    Depreciation                              9,452
    Bank charges                                822
  TOTAL OVERHEAD                                        $  98,999
                                                        =========

TOTAL EXPENSES                                                          978,348
                                                                      ---------

OPERATING PROFIT                                                       (911,163)
                                                                      ---------

INTEREST INCOME                                                             999

FOREIGN EXCHANGE GAIN (LOSS)                                               (128)

NET INCOME (LOSS) BEFORE INCOME TAXES                                 $(910,292)

BENEFIT FROM INCOME TAXES                                               309,500

NET INCOME (LOSS)                                                     $(600,792)
                                                                      =========

NET INCOME (LOSS) PER SHARE                                               (0.24)
                                                                      =========



                                       5


<PAGE>   6

                          DICOM IMAGING SYSTEMS, INC.

                      CONSOLIDATED PROFIT & LOSS STATEMENT
        For the interim period from April 1, 1999 to September 30, 1999
                                   (Unaudited)
                          (Development Stage Company)


INCOME
    Software/Support                         55,134
    Hardware                                 37,958
    Miscellaneous                             3,127
    Freight Collected                         2,758
    Discounts                                  (200)
  TOTAL INCOME                                                          $98,777

COST OF SALES                                                            31,592

GROSS PROFIT                                                          $  67,185
                                                                      ---------

EXPENSES
  GENERAL & ADMINISTRATIVE EXP
    Salaries                                 79,902
    Development                              38,672
TOTAL GENERAL & ADMINISTRATIVE EXP                         $ 118,574
                                                           ---------
START-UP EXPENSES
    NASD Filing                             138,545
    Video                                     5,217
    Master CD                                 4,900
    Initial Mailing                          38,220
    Equipment                                   499
    Tradeshow Booth                           1,184
    Tradeshow Costs                          39,376
    Web Design                                7,753
    Ads                                      28,346
    Travel                                   44,525
    Legal                                    23,011
    Investor relations                           --
    Start-up Overhead                       283,977
    Contingency                              42,000
  TOTAL START-UP EXPENSES                                    657,553
                                                           ---------
  OVERHEAD
    Rent                                      5,524
    Telephone                                 9,179
    Office equipment lease                    8,608
    Consulting                                8,083
    Web Site Maintenance                      2,969
    Office Supplies                           2,784
    Miscellaneous                             1,475
    Printing                                  6,520
    Courier                                   6,163
    Mailings                                 10,409
    Wages                                    25,288
    Employer Payroll Tax Expense              1,723
    Depreciation                              9,452
    Bank charges                                822
  TOTAL OVERHEAD                                           $  98,999
                                                           ---------

TOTAL EXPENSES                                                          875,126
                                                                      ---------

OPERATING PROFIT                                                       (807,941)
                                                                      ---------

INTEREST INCOME                                                             710

FOREIGN EXCHANGE GAIN (LOSS)                                               (128)

NET INCOME (LOSS) BEFORE INCOME TAXES                                 $(807,359)

BENEFIT FROM INCOME TAXES                                               274,503

NET INCOME (LOSS)                                                     $(532,856)
                                                                      =========

NET INCOME (LOSS) PER SHARE                                               (0.24)
                                                                      =========



                                       6

<PAGE>   7

                          DICOM IMAGING SYSTEMS, INC.

                      CONSOLIDATED PROFIT & LOSS STATEMENT
                        For Months July - September 1999
                                   (Unaudited)
                          (Development Stage Company)



INCOME
    Software/Support                         54,348
    Hardware                                 37,274
    Miscellaneous                             3,127
    Freight Collected                         2,638
    Discounts                                  (200)
  TOTAL INCOME                                                          $97,187

COST OF SALES                                                            31,052

GROSS PROFIT                                                            $66,135
                                                                      ---------

EXPENSES
  GENERAL & ADMINISTRATIVE EXP
    Salaries                                 79,902
    Development                              33,792
  TOTAL GENERAL & ADMINISTRATIVE EXP                     $ 113,694
                                                         ---------
 START-UP EXPENSES
    NASD Filing                                   0
    Video                                     3,423
    Master CD                                     0
    Initial Mailing                           4,613
    Equipment                                     0
    Tradeshow Booth                               0
    Tradeshow Costs                          30,124
    Web Design                                6,225
    Ads                                       8,967
    Travel                                   23,592
    Legal                                    11,000
    Investor relations                            0
    Start-up Overhead                         6,617
    Contingency                                   0
  TOTAL START-UP EXPENSES                                   94,561
                                                         ---------
 OVERHEAD
    Rent                                      5,524
    Telephone                                 5,875
    Office equipment lease                    8,608
    Consulting                                8,083
    Web Site Maintenance                      2,969
    Office Supplies                           1,663
    Miscellaneous                                86
    Printing                                  6,520
    Courier                                   3,998
    Mailings                                 10,409
    Wages                                    18,550
    Employer Payroll Tax Expense              1,270
    Depreciation                              4,616
    Bank charges                                822
  TOTAL OVERHEAD                                         $  78,993
                                                         ---------
TOTAL EXPENSES                                                          287,248
                                                                      ---------

OPERATING PROFIT                                                       (221,113)
                                                                      ---------

INTEREST INCOME                                                             710

FOREIGN EXCHANGE GAIN (LOSS)                                                 71

                                                                      ---------
NET INCOME (LOSS) BEFORE INCOME TAXES                                 $(220,332)

BENEFIT FROM INCOME TAXES                                                74,913
                                                                      ---------

NET INCOME (LOSS)                                                     $(145,419)
                                                                      =========

NET INCOME (LOSS) PER SHARE                                               (0.07)
                                                                      =========



                                       7


<PAGE>   8

                           DICOM IMAGING SYSTEMS, INC

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
            For the period from March 17, 1999 to September 30, 1999
                                   (Unaudited)
                          (Development Stage Company)



<TABLE>
<CAPTION>
                                                                                     (Deficit)
                                                                                    Accumulated
                                                                  Additional           During
                                                                    Paid in          Development
Common Stock                   Number of Shares      Amount         Capital            Stage
-----------------------------  ----------------      ------       ----------           -----
<S>                                 <C>            <C>             <C>               <C>
Issued for cash
March 17, 1999                      1,400,000      $     1,400     $   803,300

Issued for licensing
and distribution agreement
March 31, 1999                      1,000,000      $     1,000     $    96,500

(Net Loss) March 17, 1999
(Inception) to March 31, 1999                                                         ($67,936)
                                   ----------      -----------     -----------       ---------
Balance March 31, 1999              2,400,000      $     2,400     $   899,800        ($67,936)

Additional paid in capital
received April 5, 1999                                                  97,800

Share issue costs                                                      (50,000)

(Net Loss) April 1, 1999                                                              (532,856)
to September 30, 1999
                                   ----------      -----------     -----------       ---------
Balance September 30, 1999          2,400,000      $     2,400     $   947,600       ($600,792)
                                   ----------      -----------     -----------       ---------
</TABLE>









                                       8


<PAGE>   9

                          DICOM IMAGING SYSTEMS, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
            For the period from March 17, 1999 to September 30, 1999
                                  (Unaudited)
                          (Development Stage Company)



CASH FLOWS FROM OPERATING ACTIVITIES

(Net loss)                                                            $(600,792)

Depreciation                                                              9,452
Increase in deferred taxes                                             (309,501)
Changes in non-cash working capital:
Increase in deferred revenue                                            100,000
Increase in accounts receivable                                          (2,669)
Increase in prepaid expenses                                            (21,947)
Increase in accounts payable                                             86,325
Decrease in tax liabilities                                                (416)

                                                                     ----------
Net Cash (Used) In Operating Activities                                (739,548)
                                                                     ----------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment                                     (63,148)
                                                                     ----------

CASH FLOW FROM FINANCING ACTIVITIES

Share issue costs                                                       (50,000)
Increase in short term loan to Dicom Software                           (66,093)
Receipt of Proceeds for Common Stock                                      2,400
Receipt of Additional Paid in Capital                                   997,600
                                                                     ----------

Net Cash Flow from Financing Activities                                 883,907

Net increase (decrease) in cash                                          81,211

Cash, March 17, 1999                                                         --

                                                                     ----------
Cash, September 30, 1999                                              $  81,211
                                                                     ==========



                                       9

<PAGE>   10

                          DICOM IMAGING SYSTEMS, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
        For the interim period from April 1, 1999 to September 30, 1999
                                  (Unaudited)
                          (Development Stage Company)


CASH FLOWS FROM OPERATING ACTIVITIES

(Net loss)                                                            $(532,856)

Depreciation                                                              9,453
Increase in deferred taxes                                             (274,503)
Changes in non-cash working capital:
Increase in deferred revenue                                            100,000
Increase in accounts receivable                                          (2,669)
Increase in prepaid expenses                                            (21,947)
Increase in accounts payable                                             86,325
Decrease in tax liabilities                                                (416)


                                                                     ----------
Net Cash (Used) In Operating Activities                                (636,613)
                                                                     ----------


CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment                                     (28,235)
                                                                     ----------

CASH FLOW FROM FINANCING ACTIVITIES

Share issue costs                                                       (50,000)

Increase in short term loan to Dicom Software                           (66,093)
Receipt of Licensing Agreement                                           97,500
Receipt of Additional Paid in Capital                                    97,800
Receipt of Stock Subscription Receivable                                443,950
                                                                     ----------

Net Cash Flow from Financing Activities                                 523,157

Net increase (decrease) in cash                                        (141,691)

Cash, April 1, 1999                                                     222,902
                                                                     ----------
Cash, September 30, 1999                                              $  81,211
                                                                     ==========



                                       10

<PAGE>   11

                          DICOM IMAGING SYSTEMS, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                        For Months July - September 1999
                                  (Unaudited)
                          (Development Stage Company)

CASH FLOWS FROM OPERATING ACTIVITIES

(Net loss)                                                            $(145,419)

Depreciation                                                              4,616
Increase in deferred taxes                                              (74,913)
Changes in non-cash working capital:
Increase in deferred revenue                                            100,000
Increase in accounts receivable                                          (2,669)
Increase in prepaid expenses                                            (21,947)
Increase in accounts payable                                             80,677
Decrease in tax liabilities                                              (1,298)


                                                                     ----------
Net Cash (Used) In Operating Activities                                 (60,953)
                                                                     ----------


CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment                                      (4,043)
                                                                     ----------

CASH FLOW FROM FINANCING ACTIVITIES

Share issue costs                                                       (25,000)

Increase in short term loan to Dicom Software                           (11,581)
                                                                     ----------

Net Cash Flow from Financing Activities                                 (36,581)

Net increase (decrease) in cash                                        (101,577)

Cash July 1, 1999                                                       182,788

                                                                     ----------
Cash, September 30, 1999                                              $  81,211
                                                                     ==========










                                       11



<PAGE>   12

                           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 limited 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

BASIS OF PRESENTATION

The unaudited consolidated financial statements included herein have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principals have been condensed or omitted pursuant to such rules and
regulations. However, in the opinion of management of the Company, the unaudited
consolidated financial statements include all adjustments, which consist only of
normal recurring accruals, necessary to present fairly the financial information
for such periods. The unauditied consolidated financial statements include the
financial information of the wholly owned subsidiary company, 527403 B. C. Ltd.
527402 B. C. Ltd. was incorporated in the Providence of British Columbia,
Canada, and is responsible for providing software support services to the
present company, DICOM Imaging Systems, Inc.

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.



                                       12
<PAGE>   13

                             NOTE 3 - INCOME TAXES

The company reported a net loss before taxes of $220,332 for the quarter ending
September 30, 1999. By applying the U.S. federal income tax rate of 34% to
pretax income, the company is increasing its deferred tax asset by $74,913 and
recording a tax benefit of same.

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 $910,293, 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. 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






                                       13
<PAGE>   14

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, 2000, total sales of at least
$800,000 by May 31, 2000 and total sales of $1,000,000 by June 30, 2000 ("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. Therefore, in accordance with
generally accepted accounting principals, we have not recognized revenue under
the license agreement. It was the intention of the parties that the milestones
would be waived, but there can be no assurance of the same. Therefore, we are
recognizing $100,000 of initial cash received as deferred revenue.

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 comennced 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




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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 maganizes.

         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 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.

Liquidity and Capital Resources

         Dicom requires additional capital to conduct and expand its business.
Management intends to aggressively market large corporate transactions which
will involve substantial payments by large corporate licensors, which could
possibly be sufficient to meet Dicom's financial needs. Nevertheless, there can
be no assurance that this will happen. In the event that corporate transactions
are not sufficient, Dicom intends to conduct both private placements and
follow-on offerings of its common stock to raise funds for future growth. We
intend to finance our obligations under the revised license agreement out of the
appropriate percentage of sales.

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.






                                       15
<PAGE>   16

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.

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.

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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