UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10Q-SB

                                 Amendment No. 2

       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.

                           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                    5
March 17, 1999 to September 30, 1999

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 Un-audited 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                                                  14

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                                                  14

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

Signatures                                                                 14

Responce Letter                                                            15

Exhibit 27.1 Financial Data Schedule                                       16


</TABLE>

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

                           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                         --                  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                  53,696                  69,912
                                        ------------------------------

Total Assets                            $ 225,616            $ 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                   (910,293)          (67,936)
                                        -----------------------------
Total Equity                            39,707              834,264
                                        -----------------------------

Total Liability & Equity                $ 225,616         $ 834,264
                                        ============================

</TABLE>



                           DICOM IMAGING SYSTEMS, INC

                      CONSOLIDATED  PROFIT & LOSS  STATEMENT For the period from
            March 17, 1999 to September 30, 1999

                                   (Unaudited)

                           (Development Stage Company)

                                    <TABLE>



                                   <CAPTION>

                                <S> <C> <C> <C>

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                            2,785
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                                        $ 99,000
                                                      --------
Total Expenses

                                                                         978,349

                                                                    ---------

Operating Profit                                                    (911,164)

                                                                    ---------


Interest Income                                                          999

Foreign Exchange Gain (Loss)                                            (128)

Net Income (Loss) Before Income Taxes                              $(910,293)

Benefit from Income Taxes                                                  -

Net Income (Loss)                                                  $(910,293)

                                                                   ==========

Net Income (Loss) Per Share                                            (0.38)

                                                                   ==========
                                                                        </TABLE>



                           DICOM IMAGING SYSTEMS, INC.

                      CONSOLIDATED  PROFIT  & LOSS  STATEMENT  For  the  interim
         period from April 1, 1999 to September 30, 1999

                                   (Unaudited)

                           (Development Stage Company)

                                    <TABLE>



                                   <CAPTION>

                                <S> <C> <C> <C>

Income

Software/Support                   55,134
Hardware                           37,958
Miscellaneous                       3,127
Freight                             2,758
Collected
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)

Valuation allowance for income tax asset recorded in March        (34,998)

Net Income (Loss)                                              $ (842,357)
                                                               ===========
Net Income (Loss) Per Share                                         (0.35)

                                                               ===========
                                                                        </TABLE>



                           DICOM IMAGING SYSTEMS, INC.

                      CONSOLIDATED PROFIT & LOSS STATEMENT

                        For Months July - September 1999

                                   (Unaudited)

                           (Development Stage Company)

                                    <TABLE>



                                   <CAPTION>

                                <S> <C> <C> <C>

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                                          -

                                                           ---------
Net Income (Loss)                                          $220,332)

                                                           =========
Net Income (Loss) Per Share                                   (0.09)

                                                           =========


</TABLE>



                           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                                                     ($67,936)
(Inception) to

March 31, 1999

                     ---------------------------------------------------------

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

to September 30, 1999                                               (842,357)


Balance

September 30, 1999       2,400,000           $2,400       $947,600  (910,293)

</TABLE>



                           DICOM IMAGING SYSTEMS, INC.

                      CONSOLIDATED  STATEMENT  OF CASH FLOWS For the period from
            March 17, 1999 to September 30, 1999

                                   (Unaudited)

                           (Development Stage Company)

                                    <TABLE>



                                   <CAPTION>

                                    <S> <C>

CASH FLOWS FROM OPERATING ACTIVITIES

(Net loss)                                                     $  (910,293)
Depreciation
                                                                           9,452

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
                                                                   =======
                                                                        </TABLE>



                           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)

                                    <TABLE>



                                   <CAPTION>

                                    <S> <C>

CASH FLOWS FROM OPERATING ACTIVITIES

(Net loss)                                                       $ (842,357)
Depreciation                                                          9,453
Valuation allowance for income tax                                   34,998
asset recorded in March
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
                                                                      =======

                                                                        </TABLE>



                           DICOM IMAGING SYSTEMS, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                        For Months July - September 1999

                                   (Unaudited)

                           (Development Stage Company)

                                    <TABLE>



                                   <CAPTION>

                                    <S> <C>

CASH FLOWS FROM OPERATING ACTIVITIES

(Net loss)                                                          $ (220,332)

Depreciation                                                             4,616
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
                                                                      ========
                                                                        </TABLE>



                          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  un-audited  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  principles have been condensed or omitted pursuant to such rules and
regulations.  However,  in  the  opinion  of  management  of  the  Company,  the
un-audited  consolidated  financial  statements  include all adjustments,  which
consist  only of normal  recurring  accruals,  necessary  to present  fairly the
financial  information for such periods. The un-audited  consolidated  financial
statements  include the  financial  information  of the wholly owned  subsidiary
company, 527403 B. C. Ltd. 527403 B. C. Ltd. was incorporated in the Province 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.



     NOTE 3 - INCOME TAXES

     At September 30, 1999 the Company has net operating loss  carryforwards for
federal  income tax purposes of $910,293,  which are  available to offset future
taxable  income  through 2019. By applying the U.S.  federal  income tax rate of
34%, the company  would have a deferred tax asset of $309,500.  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.  Since the  Company  is still in the
development  stage,  management  is  uncertain  as to the  realizability  of the
deferred tax asset. The Company has therefore recorded a valuation allowance for
the full amount of the deferred tax asset as follows:

<TABLE>

<CAPTION>

<S>                                                           <C>

Deferred tax asset from loss carryforwards:                 $309,500
Valuation allowance                                         (309,500)

                                                            -------------
Net deferred tax asset                                           $0

                                                            -------------
</TABLE>



     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 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 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 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.

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.


<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: November 7, 1999

By:  /s/ David Gane
David Gane

President and Chief Executive Officer


<PAGE>



                              AMENDED AND RESTATED

                           SOFTWARE LICENSE AGREEMENT

     This Amended and  Restated  Software  License  Agreement  ("Agreement")  is
effective as of September 29 , 1999 by and between Dicom Imaging Systems,  Inc.,
a Nevada corporation ("Dicom") and Douglas Campbell ("Licensee").

     WHEREAS,  Dicom and Licensee  previously entered into that certain Software
License  Agreement  ("Previous  Agreement") of even date herewith;  and WHEREAS,
Dicom and  Licensee  desire to amend and restate the  Previous  Agreement in the
form of this Agreement; and

     WHEREAS,  Due to covenants  Dicom has made to certain holders of its common
shares, no new equity issuance may be made by Dicom at the present time;

     WHEREAS,  Licensee  desires to have a strategic  alliance  with Dicom which
both parties anticipate will lead to a future equity investment by Licensee into
Dicom and Licensee's entering into this Agreement is explicitly conditioned upon
Dicom's  meeting  certain  corporate  milestones  necessary to  facilitate  this
strategic alliance and equity investement;

     WHEREAS,  Licensee  understands  that Dicom has presented  Licensee with an
opportunity  to  purchase a License  tocertain  Dicom  software  which  Licensee
desires to purchase;

     NOW THEREFORE,  in consideration of the mutual covenants the sufficiency of
which is hereby acknowledged, the parties agrees as follows:

     1.  License.  In  consideration  for the Payment  Amount,  as noted  below,
Licensee  is  hereby  granted  an  exclusive  license  ("License")  to the Dicom
software  product known as Image Explorer  ("Licensed  Software").  Dicom agrees
that it may not sell or sublicense the Image Explorer, except under the terms of
this License.  Licensee  acknowledges  that it takes this License subject to the
conditions and exclusions of the License  Agreement  between Dicom and Torchmark
Holdings, Ltd. and that Licensee has been provided a copy of the same.

     2. Payment Amount. In consideration for the License, Licensee agrees to pay
Dicom  $600,000  (the  "Payment  Amount")  in  accordance  with this  Section 2.
$100,000  of the  Payment  Amount  shall be paid by  Licensee  immediately  upon
execution of this Agreement ("Initial  Payment").  The remaining Payment Amounts
shall be due in equal  installments  on the 30th of November,  1999; the 31st of
January,  2000 and the 31st of  March,  2000 ; the 31st of May;  and the 31st of
July ("Subsequent Payments").  Licensee's obligation to make Subsequent Payments
is subject to Section 4 of this Agreement.

     3. Royalty Payments.

          a. Exclusivity of Resale.  Dicom and the Licensee acknowledge that the
     Licensee is not in the business of dental  software and the only  practical
     method for  Licensee  to sell the  Licensed  Software  is via Dicom and its
     value  added  resellers  or via a third  party  distributor  or value added
     reseller.  Although  Licensee  would be free to sell the Licensed  Software
     through a third party or other value added  resellers not  affiliated  with
     Dicom, in consideration for the Royalty Payment, as defined below, Licensee
     agrees not to do so.

          b. Best Efforts to Sell Licensed Software. Dicom agrees, covenants and
     warrants use its best efforts to cause the Licensed  Software to be sold to
     retail or wholesale purchasers.

          c. Royalty  Payment.  Dicom  agrees to pay fifty  percent of the gross
     revenue received and collected, less returns, from the sale of the Licensed
     Software to Licensee as a Royalty  Payment.  Such a Royalty  Payment  shall
     continue until extinguished in accordance with Section 4 of this Agreement.

          d. Payment Schedule.  Dicom shall make the Royalty Payment to Licensee
     within  fifteen days of the end of each  calendar  month in which a sale of
     the Licensed Software is made by Dicom ("Due Date").  Dicom agrees that any
     payments  not  tendered by the Due Date shall be subject to a Late  Payment
     Charge of 1.5% per month until paid in full.

          e. Right of Inspection.  Dicom agrees to allow the Licensee to inspect
     the  books  and  records  of  Dicom  from  time-to-time  and  upon at least
     thirty-six hours of advance notice in order to insure  compliance with this
     Section 3.

          4. Corporate Relationship and Milestones.  The Parties understand that
     their mutual obligations  hereunder are conditioned upon the fulfillment of
     certain  agreed upon  milestones  which are  elaborated  in this Section 4.
     Furthermore,  the Parties are  contemplating  a future  strategic  alliance
     whereby  Licensee  would  make an equity  investment  in Dicom.  Licensee's
     obligations  hereunder and this future  relationship  are conditioned  upon
     Dicom's meeting certain corporate milestones at outlined in this Section

4.

          a. Public  Company  Status.  Dicom has  represented  to  Licensee  and
     Licensee has specifically relied upon Dicom's  representation that Dicom is
     a fully reporting  public entity,  filing timely periodic reports under the
     Securities and Exchange Act of 1934.  Dicom also represents that its common
     shares will be trading on the National  Association of Securities  Dealers'
     ("NASD") Over the Counter  Bulletin Board  Exchange  within sixty days from
     the  effective  date of this  Agreement.  In the event that Dicom should be
     approved  for such  trading by the NASD  ("Approval"),  the  payment due on
     November 30, 1999 under Section 2 of this  Agreement  shall be  immediately
     due and  payable.  If the NASD has not  approved  Dicom's  application  for
     trading by November  30, 1999,  Licensee  may elect to withhold  Subsequent
     Payments under this Agreement until such time as Approval has been granted.
     If Approval has not been granted by January 31, 2000, Licensee may elect to
     terminate this Agreement pursuant to section 5 hereof.

          b. Corporate Milestones.  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 may immediately  terminate this Agreement pursuant to section
     5 below.

          5. Termination.  The term of this Agreement is three years. At the end
     of  three  years,  any  Royalty  Payments  due  Licensee  shall  cease  and
     Licensee's rights hereunder,  including the License, shall be extinguished.
     This  Agreement may be  terminated  by either party  pursuant to a specific
     provision of this Section 5 as described below.

          a.  Termination  by Dicom.  Dicom may terminate  this Agreement at any
     time by refunding  the Initial  Payment,  the  Subsequent  Payments (to the
     extent  that  these have been  tendered)  and an early  Termination  Fee of
     $50,000.  Any payments  due by Dicom under this Section  shall be offset by
     the amount of any Royalty Payments actually made by Dicom to Licensee.

          b.  Termination by Licensee.  Licensee may terminate this agreement as
     indicated in section 4 of this  Agreement.  If Licensee elects to terminate
     this Agreement, he is entitled to receive the return of the Initial Payment
     and any Subsequent  Payments made, less any Royalty Payments  actually made
     by Dicom to Licensee.  The  Licensee's  rights  hereunder,  and the Royalty
     Obligations of Dicom, are not extinguished  until the refund amount is paid
     in full.  Dicom agrees that the sums due under this Section 5 (b) are to be
     paid within 30 days of termination under this Section 5 (b).

          6. Legal  Obligation.  Licensee  understands  that this Agreement is a
     legal  obligation of Licensee  enforceable  in  accordance  with its terms.
     Furthermore,  Licensee specifically  understands and agrees that he will be
     obligated  to make the full  amount of the Initial  Payment and  Subsequent
     Payments  provided that Dicom satisfies the conditions in Section 4 of this
     Agreement.

          7. Miscellaneous Provisions. This Agreement shall inure to the benefit
     of, and be binding upon,  the  successors,  assigns,  heirs,  executors and
     administrators of the Parties hereto. This Agreement  represents the entire
     agreement  and  understanding  between the Parties  concerning  the subject
     matter hereof, including any transactions ever entered into or contemplated
     between  the  Parties  and  supersedes  and  replaces  any  and  all  prior
     agreements and understandings  concerning the same. This Agreement may only
     be  amended in  writing  signed by the  Parties.  This  Agreement  shall be
     governed by the laws of the State of Nevada. This Agreement may be executed
     in counterparts,  and each counterpart shall have the same force and effect
     as an original and shall constitute an effective,  binding agreement on the
     part of each of the undersigned.


<PAGE>





          IN WITNESS  WHEREOF,  the undersigned  respective  parties have caused
     this Agreement to be executed in their names  effective as the day and year
     first above written.

     On behalf of Dicom Imaging Ssytems, Inc.

                                        Dicom Imaging Systems, Inc.
                                        a Nevada corporation

                                        By: ........................

                                        Title ......................

Licensee:

 ............................
Douglas Campbell