-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K84UJdU8qnlX7i+Fa6x3Ug1mqzeCD90qgrK9aRSt+aJwHiVmtcr1hhknB2JduxRY oNwVHPrCi4GwzmV6PvsRzg== 0000836809-03-000001.txt : 20030515 0000836809-03-000001.hdr.sgml : 20030515 20030515164711 ACCESSION NUMBER: 0000836809-03-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIMENSIONAL VISIONS INC/ DE CENTRAL INDEX KEY: 0000836809 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 232517953 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10196 FILM NUMBER: 03705707 BUSINESS ADDRESS: STREET 1: 2301 WEST DUNLAP STREET 2: SUITE 207 CITY: PHOENIX STATE: AZ ZIP: 85021 BUSINESS PHONE: 6029971990 MAIL ADDRESS: STREET 1: 8855 N. BLACK CANYON HWY STREET 2: STE 2000 CITY: PHOENIX STATE: AZ ZIP: 85021 10-Q 1 dvui33103-10q.txt DIMENSIONAL VISIONS INC Filing Type: 10-Q Description: N/A Filing Date: 03/31/03 Ticker: DVUI Cusip: 25434F State: AZ Country: US Primary SIC: 2752 Primary Exchange: OTH Billing Cross Reference: Date Printed: 03/31/03 Table of Contents Created by Disclosure Filing Sections To jump to section, click on hypertexted page number Document 1 Base 1 Cover Page 1 Table of Contents 2 Financial Statement Item 3 Financial Statements 3 Balance Sheet 3 Income Statement 3 Cashflow Statement 4 Financial Footnotes 4 Management Discussion 7 Legal Proceedings 9 Changes in Securities 9 Defaults Upon Securities 9 Submission to a Vote 9 Other Information 9 Exhibits and Reports 9 List of Exhibits 10 Signatures 10 Exhibits Exhibits 12 Additional Exhibits 12 Additional Exhibits 13 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) {X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 { } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number 001-10196 Dimensional Visions Incorporated (Exact name of small business issuer as specified in its charter) Delaware 23-2517953 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 12070 N. 134th Way, Scottsdale, AZ 85259 (Address of principal executive offices) (480) 699-7778 (Issuer's telephone number) N/A (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes {X} No { } As of April 15, 2003, the number of shares of Common Stock issued and outstanding was 63,959,010. Transitional Small Business Disclosure Format (check one): Yes { } No {X} 1 DIMENSIONAL VISIONS INCORPORATED INDEX Page Number ------ PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheet - March 31, 2003 and June 30, 2002 4 Statement of Operations - For the three and nine months ended March 31, 2003 and 2002 5 Statement of Cash Flows - For the nine months ended March 31, 2003 and 2002 6 Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 10 Item 3. Controls and Procedures 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14 2 PART I - FINANCIAL INFORMATION 3 ITEM 1. FINANCIAL STATEMENTS DIMENSIONAL VISIONS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS March 31, June 30, 2003 2002 ------------ ------------ (Unaudited) ASSETS Current assets Cash $ -0- 18 ------------ ------------ Total current assets -0- 18 ------------ ------------ Total assets $ -0- $ 18 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current liabilities Short-term borrowings 632,520 632,320 Accounts payable, accrued expenses and other Liabilities 514,671 427,230 ------------ ------------ Total current liabilities 1,147,191 1,059,550 ------------ ------------ Total liabilities 1,147,191 1,059,550 ------------ ------------ Commitments and contingencies -0- -0- Stockholders' deficiency Preferred stock - $.001 par value, authorized 10,000,000 shares; issued and outstanding - 524,044 shares at March 31, 2003 and at June 30, 2002 524 524 Additional paid-in capital 908,894 908,894 ------------ ------------ 909,418 909,418 Common stock - $.001 par value, authorized 100,000,000 shares; issued and outstanding 63,959,010 shares at March 31, 2003 and June 30, 2002 63,959 63,959 Additional paid-in capital 22,371,393 22,371,393 Deficit (24,491,961) (24,404,302) ------------ ------------ Total stockholders' deficiency (1,147,191) (1,059,532) ------------ ------------ Total liabilities and stockholders' deficiency $ -0- $ 18 ============ ============ See notes to condensed consolidated financial statements. 4 DIMENSIONAL VISIONS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended March 31, March 31, ---------------------------- ------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ----------- Operating revenue $ -0- $ 30,000 $ -0- $ 111,888 Cost of sales -0- -0- 0 30,499 ----------- ------------ ----------- ----------- Gross profit -0- 30,000 -0- 81,389 ----------- ------------ ---------- ----------- Operating expenses Engineering and development costs -0- 35,000 -0- 120,686 Marketing expenses -0- 118,600 -0- 745,600 General and administrative Expenses 1,500 78,000 35,230 350,416 ------------ ------------ ----------- ----------- Total operating expenses 1,500 231,600 35,230 1,216,702 ------------ ------------ ----------- ----------- Loss before other income (expenses) (1,500) (201,600) (35,230) (1,135,313) ------------ ------------ ----------- ----------- Other income (expenses) Interest expense (17,222) (35,447) (52,428) (105,288) ------------ ------------ ----------- ----------- Net loss $ (18,721) $ (237,047) (87,658) (1,240,601) ============ ============ ============ =========== Net loss per share of common stock $ -0- $ (.005) $ (.001) $ (.05) ============ ============ ============ =========== Weighted average shares of common Stock outstanding 63,959,010 52,495,750 63,959,010 25,632,666 ============ ============ ============ =========== See notes to condensed consolidated financial statements. 5 Z DIMENSIONAL VISIONS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Nine Months Ended March 31, ---------------------- 2003 2002 --------- --------- Cash flows from operating activities Net loss $ (87,658) ($1,240,601) Total adjustments to reconcile net loss to net cash used in operating activities 87,440 1,006,400 --------- --------- Net cash used in operating activities (218) (234,201) --------- --------- Cash flows from financing activities Short term borrowings 200 53,000 Long term borrowings -0- 180,000 Payment of obligations under capitol lease -0- (15,365) Proceeds from exercise of Warrants -0- 15,000 --------- --------- Net cash provided by financing activities 200 232,635 --------- --------- Net increase (decrease) in cash (18) 1,566 Cash, beginning 18 1,627 --------- --------- Cash, ending $ -0- $ 61 ========= ========= Supplemental disclosure of cash flow information: Cash paid during the period for interest $ -0- $ 5,371 ========= ========= Supplemental disclosure of non-cash investing and financing activities: During the Nine months ended March 31, 2002, 75,000 shares of the Company's Common Stock were issued as a result of the conversion of 37,500 shares of Series D Convertible Preferred Stock valued at $33,713. The Company recorded additional paid-in capital of $901 with the issuance of 8,000 warrants to purchase shares of the Company's common stock at $.1275 in connection with the line of credit and guarantees by the investor group. During the Nine months ended March 31, 2002, the company issued 57,467,000 shares of the companies common stock for consulting services valued at $700,000. See notes to condensed consolidated financial statements. 6 DIMENSIONAL VISIONS INCORPORATED AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED MARCH 31, 2003 (UNAUDITED) NOTE 1. BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-QSB. The June 30, 2002, balance sheet data were derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2002. In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The financial statements as of and for the period ended March 31, 2003 and 2002 are unaudited. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full year ending June 30,2003. The Company has incurred losses since inception of $24,491,961 and has a working capital deficiency of $1,147,191 as of March 31, 2003. As a result of the decline in revenue, the Company has reduced its fixed overhead costs by reducing the number of personnel. All employees of the Company have either resigned or been laid off except for the three officers of the Company who are working without compensation. In addition the Company has vacated its prior leased premises and is currently operating out of office space owned by Larry Kohler, our Chief Financial Officer and Director, at no charge to the Company. NOTE 2. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES March 31, June 30, 2003 2002 -------- -------- Accounts payable $400,476 $365,463 Salaries 16,072 16,072 Accrued Interest 98,123 45,695 -------- -------- Total $514,671 $427,230 ======== ======== NOTE 3. SHORT-TERM BORROWINGS On January 29, 2002, Merrill Lynch declared the line of credit in default and accordingly, during January and February 2002 the loan was paid off by an investor group of existing stockholders as guarantors of the line of credit plus accrued interest. The investor group paid Merrill Lynch $399,053 which included $6,053 of interest. The loan balance as of June 30, 2002, which is due to the investor group is $399,053 plus accrued interest of approximately $17,000 through June 30, 2002 calculated at 10% per annum. The loan balance as of March 31, 2003 increased by $200 to $399,253 and the Company continues to accrue interest on this obligation at 10% per annum. During July and August 2001, the Company borrowed $45,000 and issued a 14% convertible debenture for $25,000 due in October 2001 and issued a 12% convertible debenture for $20,000 due in February 2002. Both debentures are in default under the terms of the debenture agreement. The Company continues to accrue interest on these obligations. The debentures are convertible into 360,000 shares of the Company's common stock at $.125 per share. 7 During September and October 2001 the Company borrowed $180,000 from a limited liability company and signed a 12% secured note that pledged the assets of the Company as collateral for the loan. The note was originally due on October 2, 2004 along with all unpaid accrued interest. Under the terms of the secured note the obligation was declared in default as a result of its insolvency. The Company continues to accrue interest under this obligation. During January 2002 the Company borrowed $8,267 from an individual and no repayment terms have been established at this time. As of March 31, 2003, the accrued interest on the above obligations increased by approximately $52,400. NOTE 4. COMMITMENTS AND CONTINGENCIES There are no legal proceedings that the Company believes will have a material adverse effect on its financial position. The Company has not declared dividends on Series A or B Convertible Preferred Stock. The cumulative dividends in arrears through March 31, 2003, was approximately $95,325. NOTE 5. COMMON STOCK As of March 31, 2003, there are outstanding 7,798,000 of non-public warrants to purchase the Company's common stock at prices ranging from $0.01 to $.50 with a weighted average price of $0.16 per share. During the nine months ended March 31, 2002, the Company issued 75,000 shares its Common Stock as a result of the conversion of 37,500 shares of Series D Convertible Preferred Stock. During nine months ended March 31, 2002, the Company issued 57,467,000 shares of the Company's common stock for consulting services valued at $700,000. The Company entered into an investment agreement with Swartz Private Equity, LLC. The investment agreement provides for the Company to issue and sell up to $20 million of the Company's common stock to Swartz, subject to a formula based on stock price and trading volume for a three year period beginning on July 10, 2001, the effective date of our registration statement. For each share of common stock put to Swartz, the Company will receive the lesser of 91% of the market or the market price less $.075. NOTE 6. PREFERRED STOCK The Company has authorized 10,000,000 shares of $.001 par value per share Preferred Stock, of which the following were issued and outstanding: Allocated Outstanding --------- ------------------------- March 31, June 30, 2003 2002 ------- ------- Series A Preferred 100,000 15,500 15,500 Series B Preferred 200,000 3,500 3,500 Series C Preferred 1,000,000 13,404 13,404 Series D Preferred 375,000 130,000 130,000 Series E Preferred 1,000,000 275,000 275,000 Series P Preferred 600,000 86,640 86,640 --------- ------- ------- Total Preferred Stock 3,375,000 524,044 524,044 ========= ======= ======= 8 The Company's Series A Convertible 5% Preferred Stock ("Series A Preferred"), 100,000 shares authorized, is convertible into common stock at the rate of 1.6 shares of common stock for each share of the Series A Preferred. Dividends from date of issue are payable from retained earnings, and have been accumulated on June 30 each year, but have not been declared or paid. The Company's Series B Convertible 8% Preferred Stock ("Series B Preferred") is convertible at the rate of 4 shares of common stock for each share of Series B Preferred. Dividends from date of issue are payable on June 30 from retained earnings at the rate of 8% per annum and have not been declared or paid. The Company's Series C Convertible Preferred Stock ("Series C Preferred") is convertible at a rate of 0.4 shares of common stock per share of Series C Preferred. The Company's Series D Convertible Preferred Stock ("Series D Preferred") is convertible at a rate of 2 shares of common stock per share of Series D Preferred. The Company's Series E Convertible Preferred Stock ("Series E Preferred") is convertible at a rate of 1 share of common stock per share of Series E Preferred. The Company's Series P Convertible Preferred Stock ("Series P Preferred") is convertible at a rate of 0.4 shares of common stock for each share of Series P Preferred. The Company's Series A Preferred, Series B Preferred, Series D Preferred and Series E Preferred were issued for the purpose of raising operating funds. The Series C Preferred was issued to certain holders of the Company's 10% Secured Notes in lieu of accrued interest and also will be held for future investment purposes. The Series P Preferred was issued on September 12, 1995, to InfoPak shareholders in exchange for (1) all of the outstanding capital stock of InfoPak, (2) as signing bonuses for certain employees and a consultant of InfoPak, and (3) to satisfy InfoPak's outstanding debt obligations to certain shareholders. NOTE 7. INCOME TAXES There was no provision for current income taxes for the nine months ended March 31, 2003 and 2002. The federal net operating loss carry forwards of approximately $21,386,000 expire in varying amounts through 2022. In addition the Company has state carryforwards of approximately $6,615,000. The Company has had numerous transactions in its common stock. Such transactions may have resulted in a change in the Company's ownership, as defined in the Internal Revenue Code Section 382. Such change may result in an annual limitation on the amount of the Company's taxable income which may be offset with its net operating loss carry forwards. The Company has not evaluated the impact of Section 382, if any, on its ability to utilize its net operating loss carry forwards in future years. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion and financial statements contained herein are for the three months and nine months ended March 31, 2003 and 2002. The following discussion regarding the financial statements of the Company should be read in conjunction with the financial statements of the Company included herewith. THREE MONTHS ENDED MARCH 31, 2003 AND 2002 RESULTS OF OPERATIONS The net loss for the quarter ended March 31, 2003, was $18,721 compared with a net loss of $237,047 for the fiscal quarter ended March 31, 2002. General and administrative expenses decreased in the quarter ended March 31, 2003 by approximately $76,500 over the quarter ended March 31, 2002. This decrease was due to the elimination of all non critical administrative activities. Marketing expenses decreased from $118,600 during the three months ended March 31, 2002 to none during the three months ended March 31, 2003 as a result of the termination of all of the Company's independent sales force and elimination of marketing activity. The Company's engineering expenses for the fiscal quarter ended March 31, 2003 decreased by approximately $35,000 over the same period last year, as a result of a decline in business and lack of funding. There was no revenue for the three months ended March 31, 2003, compared to revenue of $30,000 for the three months ended March 31, 2002, as the Company ceased all marketing and sales activity. As a result of the decline in revenue, the Company has reduced its fixed overhead costs by reducing the number of personnel. All employees of the Company have either resigned or been laid off except for the three officers of the Company who are working without compensation. In addition, the Company has vacated its prior leased premises and is currently operating out of office space owned by Larry Kohler, our Chief Financial Officer and Director, at no charge to the Company. LIQUIDITY AND CAPITAL RESOURCES The Company collected nothing in accounts receivable during the three months ended March 31, 2003, and paid no creditors. On January 12, 2001, the Company secured a $500,000 line of credit through Merrill Lynch that was obtained by an investor group of existing stockholders as guarantors of the line of credit. As a result of market conditions, the line of credit was limited to $393,000 which represents the amount of securities securing the line of credit by the investor group. The Company no longer has access to any financing under this line of credit. As of January 13, 2002, the outstanding debt was in default, and the Company was unable to pay. The guarantors paid off the debt to Merrill Lynch, and assumed the loan at an on-going interest rate of 10% due from the Company. The outstanding debt to the guarantors, Russell Ritchie and Dale Riker, as of March 31, 2003 was $399,053. In 2001, the Company finalized an equity line with Swartz Private Equity, LLC to provide funding through the sale of the Company's common stock. The Company has the right at its sole discretion to put common stock to Swartz, subject to certain limitations and conditions based upon trading volume of the Company's common stock. However, due to the current limited trading volume of the Company's common stock, the Company is unable to access this equity line of financing. 10 In 2001, the Company received $25,000 on a 14% convertible debenture from a stockholder. Payment of principal and interest was due on October 13, 2001. This debenture is convertible, in whole or part, at the option of the holder, into shares of the Company's common stock at a rate of $.125 per share. As of March 31, 2003, the Company has not repaid the debenture and the holder has not converted. In 2001, the Company received $20,000 on a 12% convertible debenture. Payment of principal and interest was due on February 3, 2002. This debenture is convertible, in whole or part, at the option of the holder, into shares of the Company's common stock at a rate of $.125 per share. As of March 31, 2003, the Company has not repaid the debenture and the holder has not converted. In 2001, the Company received $180,000 on a secured note. The note required no principal or interest payments until the maturity date of the note. The assets of the Company were pledged as collateral for the loan. In mid-2002, the Company failed to make its payments due on its premises lease and the landlord of the premises locked the doors. Some of the Company's equipment was repossessed by the lessors and the remainder of the Company's equipment and other tangible assets were disposed of by the landlord. Due to the loss of the Company's tangible assets, and it current financial condition, this note is now in default. The Company's financial position is precarious. Unless we are able to acquire additional debt or equity financing to cover ongoing operating costs and satisfy liabilities, or sell the Company, merge with, or acquire another operating entity or other business combination, we may not be able to continue as a going concern. The probability of obtaining financing is unlikely at this time. Therefore, current management of the Company is reevaluating the Company's prospects and considering the Company's options, such as a sale, purchase, merger, or other business combination. If the Company does not obtain financing, a buyer, merger, or some other business combination, it may be forced to file bankruptcy. NINE MONTHS ENDED MARCH 31, 2003 AND 2002 RESULTS OF OPERATIONS The net loss for the nine months ended March 31, 2003, was $87,658 compared with a net loss of $1,240,601 for the nine months ended March 31, 2002. The company's marketing expenses for the nine months ended March 31, 2003 decreased by $745,600 over the same period last year. This decrease is due to the termination of all of the Company's independent sales force and elimination of marketing activity. The Company's engineering expenses for the nine months ended March 31, 2003 decreased by $120,686 over the same period last year, as a result of a decline in business and lack of funding. General and administrative expenses decreased in the nine months ended March 31, 2003 by $315,186 over the nine months ended March 31, 2002. This decrease was due to the elimination of all non critical administrative activities. There was no revenue for the nine months ended March 31, 2003, compared to revenue of $111,888 for the nine months ended March 31, 2002, as the Company ceased all marketing and sales activity. The company's gross profit for the nine months ended March 31, 2003 was 0%, compared to 72.7% over the same period last year. As a result of the decline in revenue, the Company has reduced its fixed overhead costs by reducing the number of personnel. All employees of the Company have either resigned or been laid off except for the three officers of the Company who are working without compensation. In addition, the Company has vacated its prior leased premises and is currently operating out of office space owned by Larry Kohler, our Chief Financial Officer and Director, at no charge to the Company. 11 LIQUIDITY AND CAPITAL RESOURCES The Company collected nothing in accounts receivable during the three months ended March 31, 2003. And paid no creditors. On January 12, 2001, the Company secured a $500,000 line of credit through Merrill Lynch that was obtained by an investor group of existing stockholders as guarantors of the line of credit. As a result of market conditions, the line of credit was limited to $393,000 which represents the amount of securities securing the line of credit by the investor group. The Company no longer has access to any financing under this line of credit. As of January 13, 2002, the outstanding debt was in default, and the Company was unable to pay. The guarantors paid off the debt to Merrill Lynch, and assumed the loan at an on-going interest rate of 10% due from the Company. The outstanding debt to the guarantors, Russell Ritchie and Dale Riker, as of March 31, 2003 was $399,053. In 2001, the Company finalized an equity line with Swartz Private Equity, LLC to provide funding through the sale of the Company's common stock. The Company has the right at its sole discretion to put common stock to Swartz, subject to certain limitations and conditions based upon trading volume of the Company's common stock. However, due to the current limited trading volume of the Company's common stock, the Company is unable to access this equity line of financing. In 2001, the Company received $25,000 on a 14% convertible debenture from a stockholder. Payment of principal and interest was due on October 13, 2001. This debenture is convertible, in whole or part, at the option of the holder, into shares of the Company's common stock at a rate of $.125 per share. As of March 31, 2003, the Company has not repaid the debenture and the holder has not converted. In 2001, the Company received $20,000 on a 12% convertible debenture. Payment of principal and interest was due on February 3, 2002. This debenture is convertible, in whole or part, at the option of the holder, into shares of the Company's common stock at a rate of $.125 per share. As of March 31, 2003, the Company has not repaid the debenture and the holder has not converted. In 2001, the Company received $180,000 on a secured note. The note required no principal or interest payments until the maturity date of the note. The assets of the Company were pledged as collateral for the loan. In mid-2002, the Company failed to make its payments due on its premises lease and the landlord of the premises locked the doors. Some of the Company's equipment was repossessed by the lessors and the remainder of the Company's equipment and other tangible assets were disposed of by the landlord. Due to the loss of the Company's tangible assets, and it current financial condition, this note is now in default. The Company's financial position is precarious. Unless we are able to acquire additional debt or equity financing to cover ongoing operating costs and satisfy liabilities, or sell the Company, merge with, or acquire another operating entity or other business combination, we may not be able to continue as a going concern. The probability of obtaining financing is unlikely at this time. Therefore, current management of the Company is reevaluating the Company's prospects and considering the Company's options, such as a sale, purchase, merger, or other business combination. If the Company does not obtain financing, a buyer, merger, or some other business combination, it may be forced to file bankruptcy. 12 ITEM 3. CONTROLS AND PROCEDURES Our Chief Executive Officer, President, and Chief Financial Officer (the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures for the Company. The Certifying Officers have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this report was prepared. The Certifying Officers have evaluated the effectiveness of the Company's disclosure controls and procedures within 90 days of the date of this report and believe that the Company's disclosure controls and procedures are effective based on the required evaluation. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 1. The following Exhibits are filed herein: No. Title --- ----- 99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 13 2. Reports on Form 8-K filed: None. SIGNATURES In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, duly authorized. DIMENSIONAL VISIONS INCORPORATED DATED: May 14, 2003 By: /s/ Jason M. Genet ------------------------------------ Jason M. Genet, President (Principal Executive Officer) DATED: May 14, 2003 By: /s/ Larry Kohler ------------------------------------ Larry Kohler, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 14 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, RULES 13a-14 AND 15d-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Dimensional Visions Incorporated (the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jason M. Genet, President of the Company, certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that: (1) I have reviewed the Report; (2) Based upon my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading; (3) Based upon my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition and results of operations of the Company, as of, and for, the periods presented in the Report; (4) I and the other certifying officers of the Company: a. are responsible for establishing and maintaining disclosure controls and procedures for the Company; b. have designed such disclosure controls and procedures to ensure that material information is made known to us, particularly during the period in which the Report is being prepared; c. have evaluated the effectiveness of the Company's disclosure controls and procedures within 90 days of the date of the Report; and d. have presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures based on the required evaluation. (5) I and the other certifying officers have disclosed to the Company's auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function): a. all significant deficiencies in the design or operation of internal controls (a pre-existing term relating to internal controls regarding financial reporting) which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls. 15 (6) I and the other certifying officers have indicated in the Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Jason M. Genet - ------------------------ Jason M. Genet, President May 14, 2003 16 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, RULES 13a-14 AND 15d-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Dimensional Visions Incorporated (the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Larry Kohler, Chief Financial Officer of the Company, certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that: (1) I have reviewed the Report; (2) Based upon my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading; (3) Based upon my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition and results of operations of the Company, as of, and for, the periods presented in the Report; (4) I and the other certifying officers of the Company: a. are responsible for establishing and maintaining disclosure controls and procedures for the Company; b. have designed such disclosure controls and procedures to ensure that material information is made known to us, particularly during the period in which the Report is being prepared; c. have evaluated the effectiveness of the Company's disclosure controls and procedures within 90 days of the date of the Report; and d. have presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures based on the required evaluation. (5) I and the other certifying officers have disclosed to the Company's auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function): a. all significant deficiencies in the design or operation of internal controls (a pre-existing term relating to internal controls regarding financial reporting) which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls. 17 (6) I and the other certifying officers have indicated in the Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Larry Kohler - ----------------------------- Larry Kohler Chief Financial Officer May 14, 2003 18 EX-99.1 CHARTER 3 exhibit99-1.txt Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Dimensional Visions Incorporated (the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jason M. Genet, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Jason M. Genet - ----------------------------- Jason M. Genet Chief Executive Officer May 14, 2003 19 EX-99.2 BYLAWS 4 exhibit99-2.txt Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Dimensional Visions Incorporated (the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Larry Kohler, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Larry Kohler - ----------------------------- Larry Kohler Chief Financial Officer 20 This document produced using Global Access http://www.disclosure.com/dga DIMENSIONAL VISIONS INC - 10-Q Filing Date: 03/31/03 DIMENSIONAL VISIONS INC - 10-Q Filing Date: 03/31/03 Disclosure Page 2 -----END PRIVACY-ENHANCED MESSAGE-----