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 June 30, 2000
                 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)

                          Suite 432, 114 West Magnolia Street
                                Bellingham, Washington
                                        98225

          (Address of principal executive offices, including zip code)

                                 (877) 624-6243

              (Registrant's Telephone Number, Including Area Code)

                                 (877) 284-7590
              (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 X NO

The number of issued and  outstanding  shares of the  Registrants  Common Stock,
$0.001 par value, as of June 30, 2000, was 21,600,000.




<PAGE>




                          DICOM IMAGING SYSTEMS, INC.

PART I-FINANCIAL INFORMATION

                                                                          Page

Item 1. Financial Statements:

Consolidated Balance Sheet at June 30, 2000 and December 31, 1999......... 4
Consolidated Statements of Operations for the three and six months
ended June 30, 2000 and June 30, 1999..................................... 5

Consolidated Statements of Cash Flows for the six months
ended June 30, 2000 and June 30, 1999..................................... 6

Consolidated Statements of Stockholders' Deficit for the six months
ended June 30, 2000 and the year ended December 31, 1999 ................. 7

Notes to Unaudited Consolidated Financial Statements......................8-9

Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................................10-13




PART II-OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities............................................ 14

Item 3. Defaults Upon Senior Securities.................................. 14

Item 4. Submission of Matters to a Vote of Security Holders.............  14

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K................................  14

Signatures..............................................................  15

Exhibit 27.1 Financial Data Schedule....................................  16





<PAGE>




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. Information contained in this
quarterly  report is qualified  in its  entirety by reference to Dicom's  filing
with the  Securities  and Exchange  Commission on form 10KSB,  fiscal year 1999.
Particular attention should be given to the risk factors contained therein.

Part I . Financial Information

Item 1. Financial Statements

     Additional   information   relevant  to  the  following  interim  unaudited
financial  information is included in by reference to Dicom's audited  financial
statements  and notes  contained on its filing with the  Securities and Exchange
Commission  on Form 10KSB,  as amended for the fiscal year ending  December  31,
1999.
<PAGE>




                           CONSOLIDATED BALANCE SHEET
                          (Expressed in U.S. dollars)
                              As At June 30, 2000

                                               June 30, 2000  December 31, 1999
                                                (Unaudited)      (Audited)
Assets

  Current Assets:
  Cash and cash equivalents                     $ 361,705       $ 18,263
  Accounts receivable                             118,527         48,215
  Inventory                                        48,337              -
  Prepaid expenses                                 83,634         30,468
                                                -------------------------------
                                                  612,203         96,946

Intangible assets                                 295,298         15,237
Equipment                                         102,308         46,639

                                                -------------------------------
                                              $ 1,009,809      $ 158,822
                                                ===============================

Liabilities and Stockholders' Deficit

Current liabilities:
  Accounts payable                            $    48,649       $ 56,431
  Accrued liabilities                              258,088        89,673
                                                -------------------------------
                                                  306,737        146,104
                                                -------------------------------

Deferred revenue                                  884,129        248,699

Stockholders' deficit:
  Authorized: 10,000,000  preferred stock,
              $.001 par value
              50,000,000 common stock,
              $.001 par value

Issued:
             21,600,000 common stock
             (December 31, 1999 - 7,200,000)      21,600           7,200

Additional paid in capital                     1,027,499         912,815
Deficit                                       (1,230,156)     (1,155,996)
                                              ---------------------------------
                                                (181,057)       (235,981)

                                             $ 1,009,809       $ 158,822
                                              =================================



<PAGE>




                      CONSOLIDATED STATEMENT OF OPERATIONS
                          (Expressed in U.S. dollars)
                                  (Unaudited)

                3 months ended  3 months ended  6 months ended 6 months ended
                June 30, 2000   June 30, 1999   June 30, 2000  June 30, 1999
-------------------------------------------------------------------------------
Sales           $ 447,430      $            -   $ 1,195,658    $           -
Cost of sales     229,482                   -       364,873                -
                ---------------------------------------------------------------
Gross profit      217,948                   -       830,785                -
                ---------------------------------------------------------------

Operating
expenses:
 -Depreciation    33,948                   -        41,683                -
 -General and
   admin.         327,334             341,618       458,135          647,552
Research and
develop.          136,490              10,769       210,572           10,769
Selling and
marketing         113,451                   -       194,555                -
                ---------------------------------------------------------------

                  611,223             352,387       904,945          658,321

                ---------------------------------------------------------------
Net income
(loss)           (393,275)           (352,387)      (74,160)        (658,321)
                ===============================================================

Net income
(loss) per
share, basic        (0.02)              (0.02)        (0.00)           (0.03)
and diluted     ---------------------------------------------------------------


Weighted
average common
shares
outstanding
                21,600,000          21,600,000      21,600,000      21,600,000
               ----------------------------------------------------------------




<PAGE>




                      CONSOLIDATED STATEMENT OF CASH FLOWS
                          (Expressed in U.S. dollars)
                                  (Unaudited)

                                             6 months ended       6 months ended
                                             June 30, 2000        June 30, 1999
                                         ---------------------------------------

Cash flows from operating activities:
Net income (loss)                                 (74,160)          (658,321)
Items not involving cash:
Stock based compensation                          129,084                  -
Depreciation and amortization                      41,683                  -
Loss on sale of fixed assets                        3,011                  -
Changes in operating assets and liabilities:
  Accounts receivable                            (70,312)            (44,202)
  Inventory                                      (48,337)                  -
  Prepaid expenses                               (53,166)                  -
  Accounts payable                                (7,782)             21,295
  Accrued liabilities                            168,415                   -
  Deferred revenue                               635,430                   -
                                             -----------------------------------
Net cash provided by
(used in) operating
activities                                       723,866            (681,228)

Cash flows from financing activities:
Issue of common shares                                 -             639,250
                                              ----------------------------------
Net cash provided by
financing activities                                   -             639,250

Cash flows from investing activities:
   Sale of equipment                               2,500                   -
   Purchase of equipment                         (76,054)            (25,541)
   Purchase of medical license                  (250,000)                  -
   Purchase of trademarks                        (56,870)                  -
                                              ----------------------------------
Net cash used in investing activities           (380,424)            (25,541)

                                              ----------------------------------
Net increase (decrease) in
cash and cash equivalents                         343,442            (67,519)

Cash and cash equivalents, beginning of period     18,263            222,902

                                              ----------------------------------
Cash and cash equivalents, end of period      $   361,705          $ 155,383
                                              ---------------------------------

Supplementary information:
 Interest paid                                $       191          $       -



<PAGE>




                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                          (Expressed in U.S. dollars)
                              As At June 30, 2000
                                  (Unaudited)

                                                                     Total
                  Common stock        Additional        Income    stockholders'
             Shares      Amount    paid-in capital    (Deficit)     equity
-------------------------------------------------------------------------------

Balance,
12-31-99    7,200,000   $ 7,200    $ 912,815        $(1,155,996) $  (235,981)

Issuance
of stock
options             -         -    1,424,934                  -    1,424,934

Deferred
compensation
of stock
options             -         -   (1,295,850)                  -  (1,295,850)


Net loss            -         -            -             (74,160)    (74,160)


3:1 Stock
split
completed
on
4-5-00     14,400,000     14,400     (14,400)                  -           -

--------------------------------------------------------------------------------
Balance,
6-30-00   21,600,000    $ 21,600 $ 1,027,499           $(1,230,156)  $ (181,057)
--------------------------------------------------------------------------------


<PAGE>




                          Dicom Imaging Systems, Inc.
                   Notes to Consolidated Financial Statements
                          (Expressed in U.S. dollars)

                        Three months ended June 30, 2000


1. Nature of business:

These  consolidated  financial  statements have been prepared on a going concern
basis in accordance with United States generally accepted accounting principles.
The going  concern  basis of  presentation  assumes the Company will continue in
operation for the foreseeable  future and will be able to realize its assets and
discharge  its  liabilities  and  commitments  in the normal course of business.
Certain  conditions,  discussed below,  currently exist which raise  substantial
doubt upon the validity of this  assumption.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

     The Company's future operations are dependant upon the market's  acceptance
of its product and the Company's  ability to license  their  product  around the
world.  There can be no  assurance  that the  Company's  product will be able to
secure market acceptance or that they will be able to license their product.  As
of June 30, 2000, the Company has not generated sufficient revenues to meet it's
operating  costs,  is continuing to develop its  business,  and has  experienced
negative cash flow from  operations.  Operations  have  primarily  been financed
through the  issuance of common  stock.  The  Company  does not have  sufficient
working capital to sustain  operations  until the end of the year ended December
31, 2000.  Additional  debt or equity  financing will be required and may not be
available or may not be available on reasonable terms.

2. Significant accounting policies:

(a) Basis of presentation:

These unaudited interim consolidated  financial statements have been prepared in
accordance with generally accepted  accounting  principles in the United States.
The unaudited interim financial  statements include all adjustments,  consisting
solely  of normal  recurring  adjustments,  which in  management's  opinion  are
necessary  for a fair  presentation  of the  financial  results  for the interim
periods.  The financial  statements include the accounts of the Company's wholly
owned subsidiary, 527403 B.C. Limited. All significant intercompany balances and
transactions  have  been  eliminated  in the  unaudited  consolidated  financial
statements.  The financial  statements have been prepared on a basis  consistent
with the  annual  financial  statements  of the  Company  and  should be read in
conjunction therewith.

(b) Use of estimates:

The preparation of the unaudited consolidated financial statements in accordance
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and  recognized  revenues  and  expenses  for the
reporting periods. In these unaudited  consolidated  financial  statements,  the
significant  areas  requiring  the use of  estimates  include the  valuation  of
long-lived assets,  including intangible assets, the fair value of stock options
and the  recognition of revenue.  Actual results may  significantly  differ from
these estimates.

(c) Revenue recognition:

The Company generates revenues through three sources:  hardware sales,  software
license revenues and services  revenues.  Hardware  revenues are recognized when
goods are shipped and title  passes.  Software  license  revenues  are  normally
generated  from  licensing  the perpetual  right to use the  Company's  products
directly to end-users and indirectly through  resellers.  The Company recognizes
as revenue only the fee payable from the reseller, net of any discount.  Service
revenues are generated from telephone support services.

Revenues  from  software  license  agreements  are  recognized  upon delivery of
software  if  persuasive  evidence  of  an  arrangement  exists,  collection  is
probable,  the fee is  fixed  or  determinable,  and  vendor-specific  objective
evidence  exists  to  allocate  the total fee to  elements  of the  arrangement.
Vendor-specific  objective evidence is typically based on the price charged when
an  element  is sold  separately,  or,  in the case of an  element  not yet sold
separately,  the price established by authorized  management,  if it is probable
that the price,  once established,  will not change before market  introduction.
Elements  included in multiple  element  arrangements  could consist of software
products,  upgrades,  enhancements or customer support  services.  The Company's
agreements  with its  customers  and  resellers  do not contain  product  return
rights.

Service revenues are recognized ratably over the term of the contract, typically
one year. If a transaction  includes both license and service elements,  license
fee revenues are  recognized on shipment of the software,  provided  services do
not include significant  customization or modification of the base product,  and
the payment terms for licenses are not subject to acceptance criteria.  Revenues
that have been prepaid or invoiced but do not yet qualify for recognition  under
that Company's policies are reflected as deferred revenues.

(d) Inventories

     Inventories  are  stated at the lower of cost,  determined  on a  first-in,
first-out basis, and net realizable value.

3. Net income (loss) per share:

     The basic and diluted weighted average number of common shares  outstanding
gives effect on a retroactive basis to the 3 for 1 stock split which occurred on
April 5, 2000 for all  shareholders  as of record on March 31, 2000 and reflects
the  issued  and  outstanding  shares as of June 30,  2000.  As all  outstanding
dilutive securities, such as options, are anti-dilutive,  basic and diluted loss
per share is the same.






<PAGE>







Item 2.



MANAGEMENT's DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION FOR THE PERIOD ENDING JUNE 30, 2000

OPERATIONS FOR THE PERIOD ENDED JUNE 30, 2000

REVENUES


     Revenues for the three months  ended June 30, 2000 were  $447,430.  Of this
revenue,   $78,112  represents  revenue  recognized  from  previously   deferred
long-term license agreements and support  contracts.  The remaining $369,318 was
derived  primarily from the sale of hardware and software  licenses  directly to
dentists  in the United  States.  There  were no sales in the period  ended June
30,1999 as the Company was still in a start-up  position.  Revenues  for the six
months  ended June 30,  2000 total  $1,195,658.  $500,000  of this  revenue  was
recorded as  deferred  revenue at  December  31,  1999 and was derived  from the
termination  of  the  agreement  with  Mr.  Doug  Campbell  that  resulted  in a
settlement,  whereby the Company  fulfilled all of its obligations by delivering
to him 650 copies of the  software  license.  Of the total  sales  amount,  only
$65,541 remains in accounts receivable;  the remainder was received in cash. All
of our revenues were paid in US currency.

The Company has recorded  deferred  revenue as at June 30, 2000 in the amount of
$884,129.  This  consists  primarily of monies  received in exchange for issuing
exclusive  three and four-year  contracts to distributors in the United Kingdom,
as well as Spain, Brazil, Mexico,  Portugal ("the Spanish deal"), and Australia.
This deferred revenue will be recognized  ratably over the term of the contracts
(3 to 4 years). These contracts also provide the Company with a royalty based on
sales by these distributors. The royalties are receivable starting in the second
year of these  contracts.  There was no deferred  revenue as at June 30, 1999 as
the Company was still in a start-up position.


GROSS MARGIN


     Cost of sales for the  three  months  ended  June 30,  2000 were  $229,482,
leaving a gross margin of $217,948,  which equates to 49% of sales.  38% of this
gross margin relates to the sales of hardware and software  licenses directly to
dentists.  The total  cost of sales for the six months  ended June 30,  2000 was
$364,873,  leaving a gross margin of $830,785.  40% of this gross margin relates
to the sales of hardware and software licenses directly to dentists.  The reason
for the  fluctuation in gross margin relates to the proportion of hardware sales
versus  software  sales. In the second quarter of 2000, 56% of sales to dentists
were derived from hardware sales, compared to 44% in the first quarter. Hardware
sales have a higher  associated cost of sales than software sales. Cost of sales
included  software  burning and hardware  costs,  freight  costs and credit card
transaction  charges, as well as support related salaries and telephone charges.
There were no cost of sales in the period  ended June 30,1999 as the Company was
still in a start-up position.

OPERATING EXPENSES

Operating expenses for the three months ended June 30, 2000 include:


     -  Depreciation  and  amortization  in the amount of $33,948  primarily  on
computer and camera  equipment  used for  demonstration  purposes at tradeshows.
Depreciation  and  amortization  was $41,683  for the six months  ended June 30,
2000.  The  increase  in the  second  quarter  of 2000  is made up of  increased
amortization  due  to  the  acquisition  of  the  medical   license,   increased
depreciation due to the purchase of computer  hardware and furniture  related to
personnel  increases  and  increased  depreciation  due to the  purchase  of new
demonstration  equipment.  The total cost of new computer hardware and furniture
purchased  in the first six  months of 2000 is  $53,828.  The total  cost of new
demonstration equipment purchased in the first six months of 2000 is $19,956 and
is made up  primarily  of Compucam  cameras.  There was no  depreciation  in the
period  ended June 30, 1999  because the  Company  owned no fixed  assets at the
time.

-General  and  administrative  costs in the  amount  of  $327,334,  compared  to
$341,618 for the three months  ended June 30, 1999.  General and  administrative
costs in 2000 include administrative salaries, audit and legal charges, investor
relations' charges,  rent, insurance costs and office expenses.  The general and
administrative  costs  in 1999  were  made up  almost  exclusively  of  start-up
expenses. The total general and administrative expenses for the six months ended
June 30, 2000 are $458,135.  The increase in the second  quarter of 2000 was due
to increased  personnel and hiring costs  relating to new  personnel,  increased
investor relations costs related to the hiring of DeMonte Associates,  increased
insurance premiums because of new directors,  increased rent and telephone costs
related  to  new  personnel,   increased   consulting   costs  due  to  business
opportunities assessment, non-recoverable financing fees and a loss on sale of a
fixed asset, as well as increases in office expenses such as additional printing
of business cards, office supplies and parking for new personnel.


-  Research  and  development  costs in the  amount  of  $136,490  for  software
development,  compared to $10,769 for the three months ended June 30, 1999.  The
increase is due to the hiring of a new IT officer and new staff  members as well
as  increased  charges  from  outside  developers.  We expect our  research  and
development  costs to increase in the next months as we complete the development
of the Xray and LabRX modules,  as well as the medical  version of the software.
The total research and development  costs for the six months ended June 30, 2000
are $210,572.


     - Selling and marketing costs of $113,451.  The total selling and marketing
costs for the six months ended June 30 are $194,555. Selling and marketing costs
includes  trade show costs,  advertising,  mailings,  and web site  maintenance.
These costs have increased in order to effect higher sales  volumes.  There were
no selling and marketing  costs in the period ended June 30, 1999 as the Company
was still in a start-up position.


     The  resulting  net loss  for the  three  months  ended  June 30,  2000 was
$393,275,  which equates to a fully diluted loss per share, after accounting for
the April 5, 2000 stock split,  of $.02 per share,  increasing  the  accumulated
deficit to $1,230,156. The net loss for the three months ended June 30, 1999 was
$352,387, which equated to a fully diluted loss per share of $.02 per share. The
amount of weighted  average common shares  outstanding for the period ended June
30, 1999 did not include any options,  as these  options did not have a dilutive
effect at the time.

We have  implemented  a stock  option  plan.  The plan is an  essential  tool to
attract and retain the  qualified  personnel  needed to  implement  our business
strategy. At June 30, 2000, we have granted 13,833,000 options (after accounting
for the April 5, 2000 stock split). While no options have been exercised as yet,
we recorded a non-cash charge to the income statement for the three months ended
June 30, 2000 of $97,568.  The total deferred  compensation  expense relating to
the issuance of these options is $1,295,850.

The  operations  for the three months ended June 30, 2000 were funded  primarily
from the cash generated from operating activities, including the monies received
for the license agreements with the United Kingdom and for the "Spanish deal".

CAPITIALIZATION, LIQUIDITY AND TRENDS

Purchases of Plant and Equipment

     Dicom  anticipates  purchasing  between  $250,000  and $500,000 in computer
equipment and related hardware in the next 12 months.  In addition,  the Company
may need to expand its currently available office space to accommodate increased
growth.  Additional  space is  available  in White Rock,  British  Columbia  and
Bellingham,  Washington to expand the existing Dicom facility, though such space
may not be sufficient to accommodate Dicom's need for expansion.

Increases in the Number of Employees

     Dicom may hire an  additional  15 employees  over the next 12 months in the
fields of software and web development,  sales, marketing,  business development
and administration. Faster than anticipated growth may increase this number.

Planned Financings for the Next 12 Months


     Dicom will need to do one or more  financings  involving sale of its equity
or debt  instruments  during the next twelve months in order to sustain  present
operations and to provide for future growth.  The Company hopes to raise between
$4,000,000  and  $10,000,000  from  financings  over  the  next  twelve  months.
Management of the Company has not  determined the terms and conditions of such a
financing  or  whether  such a  financing  would be for  equity  or debt or some
combination  thereof.  There can be no assurance  that such  financing  would be
available  under  terms  acceptable  to the  Company.  Failure  to  secure  such
financing  would  have a material  adverse  impact on the  Company's  ability to
conduct its business as presently operated or to develop any expansion plans.


     Dicom's vision is to become a dynamic  player in selected  fields of dental
and medical  imaging and related  technologies  within the global  e-health care
market. It is the Company's current strategy to offer comprehensive  imaging and
practice management  software,  hardware,  Internet and support solutions to the
health  professions.  The  Company's  software  products  utilize the  Microsoft
Windows family of operating systems on the desktop and over the Internet. In the
next 12 months of  operations,  the Company's  general  business  approach is to
capture  market  share  of  imaging  software  in  dentistry  by  producing  and
distributing,  free of charge, a quality imaging software  application  known as
ImagExplorer(TM)   to  each  and  every  dentist,   dental  specialist,   dental
laboratory,  dental insurance company, and educational facility throughout North
America.


Presently, Dicom derives income from direct and indirect sales of software
modules, associated hardware, and international distribution licenses. Dicom
however, plans to introduce new hardware and software products this year, as
part of a general end-to-end solution strategy within an imaging e-health care
portal.

Dicom currently provides DICOM compliant software and related
technology to capture, manipulate, analyze and store digital dental images.
DICOM represents the emerging technical standard for the exchange of images
in dentistry and medicine.

Dicom's core competencies relate to the creation of industry-leading
dental imaging software, and the marketing of this software in conjunction
with related technologies such as camera hardware and associated software.

Currently, the software is distributed on CD or downloaded from the
Web for individual PC or Local Area Network client/server installation. It
is the Company's intention to develop the provision of its software within
an integrated end-to-end service environment, which incorporates hardware
technology, practice management software, electronic claims processing and
software support. Alongside the traditional software distribution model, we
envisage this service also being available over the Internet, which should
bring an advantage to the user by eliminating the hardware and computing
skill requirements of Dicom's product from the end-user, the dental
practice, as these would be handled remotely by the service provider.


Product Development


In addition to developing our existing and new software modules, we
seek to extend our offer to provide a world-class end-to-end solution for
dentists, encompassing all related technologies. This means adding practice
management and electronic insurance claim software together with a full
portfolio of high performance yet cost-efficient imaging hardware. We hope
to make this software available both on an installed client/server basis,
as appropriate, and for delivery over the Internet in an Application
Service Provider mode.

In our view, there is a strong belief among the major players in the
computing industry that software provision will swiftly migrate to a rental
model delivered over the Internet, as this provides a number of advantages
to the user such as: o Access to the latest technology at a reduced entry
price (renting vs. buying) o Immediate availability of upgrades with no
requirement for installation, minimizing of IT and networking headaches, as
well as maintenance requirements o Reduction of the cost of required
hardware (a simple browser with Internet access will replace high powered
computer processing requirements)

Ultimately, as dental businesses realize and start to leverage the
commercial advantages the Internet provides, we hope that our web presence
will evolve into an Internet dentistry portal. This portal could link
together all the elements of the supply chain in an industry trading hub -
dentists, insurers, pharmacies, wholesalers and supply product
manufacturers. Each would be able to interact with all the other components
in the supply chain in a more efficient manner with all the speed,
flexibility and superior economics that an e-commerce business model
provides. Dicom anticipates operating the trading hub on a transaction
based revenue model.


International Distribution
In addition to the above, Dicom anticipates formalizing distribution of its
products in Japan and China, as well as elsewhere in Asia, within the next
twelve months. Dicom also plans to have formalized distribution agreements in
Europe and Latin America over the next 12 months.


The computing industry has started to change its approach to software
distribution and ownership. Businesses today are increasingly shifting their
focus towards their core competency rather than the implementation and
maintenance of information technology. Networks play an increasingly important
role in our day-to-day lives and the Internet, the largest network of all, is
having the greatest impact in the business market today and will continue to do
so in the future. The Internet is acting as the main enabler, allowing
organizations to focus on their core business, outsourcing their overhead and
technology, and switching to an Internet-centric, hosted computing model.


To compete and thrive, it is imperative for any software manufacturer to
recognize this reality and to leverage the power of the Internet to its benefit
by modifying its product offering to enable new centrally hosted versions. In
this context, Dicom is no exception. In order to be increasing successful, the
Company will need to start diverting resources in 2001 towards the
re-engineering and adaptation of its product line to a hosted model.

<PAGE>
     Presently,  Dicom  has  operations  in White  Rock,  British  Columbia  and
Bellingham,  Washington.  The White Rock office  contains  all of the  corporate
functions  and  operations   with  the  exception  of  some  related   marketing
activities,  which  take  place  in  Bellingham,   Washington.  White  Rock  and
Bellingham are within 30 miles of each other.

The Company's intent is to move the majority of its operations to the United
States before the end of the current calendar year. These operations include
finance, research and development, testing and quality assurance, technical
operations, Internet production facilities, and marketing and sales. Some
important corporate functions and operations such as the chief executive office,
investor relations, business development and product development are to remain
in Canada. The Company is likely to maintain a small office in the Bellingham
area.




<PAGE>



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 March of 2000,  Dicom had  entered  into a Software  Agreement  with CLG
Investments  Limited ("Software  Agreement") whereby CLG would pay a License Fee
of  $2,250,000  for a license  to certain  Dicom  software.  CLG is granted  the
exclusive right to distribute copies of Dicom's as ImagExplorer(TM),  ImagEditor
(TM),  Whitener and Simulator  ("Licensed  Products")  dental  imaging  software
("License")  within  the  territories  of  Mexico,  Brazil,  Spain and  Portugal
("Territory").  $750,000  of the License Fee was paid by CLG upon the signing of
the Software Agreement.  The remaining  $1,500,000 of the License Fee was due in
two equal installments due by August 1, 2000 and December 20, 2000 respectively.
Dicom and CLG have agreed to an extension of their mutual  obligations under the
Software Agreement for a sixty-day period. Under the terms of the extension, CLG
will not be required to make the August 1, 2000 payment  until  October 15, 2000
and Dicom will have until  October 15, 2000 to deliver the software  modules due
under the Software Agreement.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.


Exhibit 27.1 Financial Data Schedule

(b) Reports on 8-K

None.



<PAGE>




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: August 14, 2000

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