-----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, KLF6eW6PnBiM1SskH7HjgNCyXR6H5+sqbT/8UzYGqETIeM/Z76214S+DI0O36ZVX K+xLU+9tyueacktEoT2yeg== 0000950147-02-000707.txt : 20020520 0000950147-02-000707.hdr.sgml : 20020520 20020520163635 ACCESSION NUMBER: 0000950147-02-000707 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020520 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: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-10196 FILM NUMBER: 02657883 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 10QSB 1 e-8558.txt QUARTERLY REPORT FOR THE QTR ENDED 03/31/2002 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, 2002 [ ] 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) 2301 West Dunlap Avenue, Suite 207, Phoenix, Arizona, 85021 (602) 997-1990 (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 May 16, 2002, the number of shares of Common Stock issued and outstanding was 63,959,000. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] DIMENSIONAL VISIONS INCORPORATED INDEX Page Number ------ PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheet - March 31, 2002 3 Statement of Operations - For the three and nine months ended March 31, 2002 and 2001 4 Statement of Cash Flows - For the three and nine months ended March 31, 2002 and 2001 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 11 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 ITEM 1. FINANCIAL STATEMENTS DIMENSIONAL VISIONS, INC. BALANCE SHEET
March 31, June 30, 2002 2001 ------------ ------------ ASSETS (Unaudited) Current assets Cash $ 61 $ 1,627 Accounts receivable, trade 10,000 8,614 Prepaid expenses 4,224 4,224 ------------ ------------ Total current assets 14,285 14,465 ------------ ------------ Equipment Equipment 480,112 480,112 Furniture and fixtures 49,329 49,329 ------------ ------------ 529,441 529,441 Less accumulated depreciation 409,404 359,864 ------------ ------------ 120,037 169,577 ------------ ------------ Other assets Patent rights and other assets 23,478 27,552 ------------ ------------ Total assets $ 157,800 $ 211,594 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short-term borrowings $ 435,136 $ 339,138 Current portion of obligations under capital leases 84,289 59,834 Accounts payable, accrued expenses and other liabilities 404,579 158,375 ------------ ------------ Total current liabilities 924,004 557,347 ------------ ------------ Long term debt Note Payable 180,000 -- Obligations under capital leases, net of current portion -- 39,821 ------------ ------------ 180,000 39,821 ------------ Total liabilities 1,104,004 597,168 ------------ ------------ Commitments and contingencies -- -- Stockholders' deficiency Preferred stock - $.001 par value, authorized 10,000,000 shares; issued and outstanding - 524,044 shares at March 31, 2002, and 561,544 shares at June 30, 2001 524 562 Additional paid-in capital 908,894 942,606 ------------ ------------ 909,418 943,168 Common stock - $.001 par value, authorized 100,000,000 shares; issued and outstanding 63,959,010 shares at March 31, 2002 and 10,392,635 shares at June 30, 2001 63,959 10,392 Additional paid-in capital 22,338,713 21,603,561 Deficit (24,129,127) (22,888,528) ------------ ------------ Total stockholders' deficiency before deferred consulting contracts (817,037) (331,407) Deferred consulting contracts (129,167) (54,167) ------------ ------------ Total stockholders' deficiency (946,204) (385,574) ------------ ------------ Total liabilities and stockholders' deficiency $ 157,800 $ 211,594 ============ ============
See notes to financial statements. 3 DIMENSIONAL VISIONS, INC. STATEMENT OF OPERATIONS
(Unaudited) (Unaudited) Three Months Ended Nine Months Ended March 31, March 31, ------------------------------ ------------------------------ 2002 2001 2002 2001 ------------ ------------ ------------ ------------ Operating revenue $ 30,000 $ 56,712 $ 111,888 $ 219,708 Cost of sales 0 44,980 30,499 151,455 ------------ ------------ ------------ ------------ Gross profit 30,000 11,732 81,389 68,253 ------------ ------------ ------------ ------------ Operating expenses Engineering and development costs 35,000 47,087 120,686 181,649 Marketing expenses 118,600 97,811 745,600 217,927 General and administrative expenses 78,000 157,107 350,416 549,860 ------------ ------------ ------------ ------------ Total operating expenses 231,600 302,005 1,216,702 949,436 ------------ ------------ ------------ ------------ Loss before other income (expenses) (201,600) (290,273) (1,135,313) (881,183) ------------ ------------ ------------ ------------ Other income (expenses) Interest expense (35,447) (9,007) (105,288) (19,634) Interest income -- 190 -- 2,948 ------------ ------------ ------------ ------------ (35,447) (8,817) (105,288) (16,686) ------------ ------------ ------------ ------------ Net loss (237,047) (299,090) (1,240,601) (897,869) ============ ============ ============ ============ Net loss per share of common stock $ (.005) $ (.04) $ (.05) $ (.10) ============ ============ ============ ============ Weighted average shares of common stock outstanding 52,495,750 10,288,540 25,632,666 9,853,254 ============ ============ ============ ============
See notes to financial statements. 4 DIMENSIONAL VISIONS, INC. STATEMENT OF CASH FLOWS (Unaudited)
Nine Months Ended December 31, ------------------------------ 2002 2001 ----------- ----------- Cash flows from operating activities Net loss $(1,240,601) $ (897,869) Total adjustments to reconcile net loss to net cash used in operating activities 1,006,400 328,005 ----------- ----------- Net cash used in operating activities (234,201) (569,864) ----------- ----------- Cash flows from investing activities Purchase of furniture and equipment -- (2,985) ----------- ----------- Net cash used in investing activities -- (2,985) ----------- ----------- Cash flows from financing activities Payment of obligations under capital lease (15,365) (37,385) Stock issuance costs (6,563) Short term borrowings 53,000 250,000 Long term borrowings 180,000 -- Proceeds from exercise of warrants -- 110,875 15,000 -- ----------- ----------- Net cash (used in) provided by financing activities 232,635 316,927 ----------- ----------- Net increase (decrease) in cash (1,566) (255,922) Cash, beginning 1,627 276,333 ----------- ----------- Cash, ending $ 61 $ 20,411 =========== =========== Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 5,371 $ 19,634 =========== ===========
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 Company's common stock for consulting services valued at approximately $700,000. See notes to financial statements. 5 DIMENSIONAL VISIONS INCORPORATED NOTES TO FINANCIAL STATEMENTS NINE MONTHS ENDED MARCH 31, 2001 (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, 2001, 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, 2001. 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, 2002 and 2001 are unaudited. The financial statements for the period ended March 31, 2001 have been reviewed by an independent public accountant pursuant to rule 10-01(d) of regulation S-X and following applicable standards for conducting such reviews, and the report of the accountant is included as part of this filing. The current period results of operations are not necessarily indicative of results that ultimately will be reported for the full year ending June 30, 2002. The Company has incurred losses since inception of $24,129,127 and has a working capital deficiency of $909,719 as of March 31, 2002. The future of the Company as an operating business will depend on its ability to: (1) successfully market and sell its products; (2) obtain sufficient capital contributions and/or financing as may be required to sustain its current operations and to fulfill its sales and marketing activities; (3) achieve a level of sales adequate to support the Company's cost structure; and (4) ultimately achieve a level of profitability. Management's plan to address these issues includes: (a) redirecting its marketing efforts of the Company's products and substantially increasing sales results; (b) continued exercise of tight cost controls to conserve cash; and (c) raising additional long term financing. The financial statements have been prepared on a going concern basis which contemplates the realization and settlement of liabilities and commitments in the normal course of business. The available funds at March 31, 2002, plus the limited revenue is not sufficient to satisfy the present cost structure. Management recognizes that the Company must generate additional resources to enable it to continue operations. Management plans include the continued expansion of the sale of its products and the sale of additional securities. NOTE 2. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES March 31, 2002 June 30, 2001 -------------- ------------- Accounts payable $404,579 $139,609 Salaries -- 18,766 -------- -------- Total $404,579 $158,375 ======== ======== 6 NOTE 3. SHORT-TERM BORROWINGS 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, 2002, the Company has not repaid the debenture and the holder has not converted. The Company received $20,000 on a 12% convertible debenture on August 3, 2001. 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, 2002, the Company has not repaid the debenture and the holder has not converted. 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. The outstanding debt as of December 31, 2001 and June 30, 2001 was $393,000 and $385,000, respectively. The terms of the line of credit are for one year with an interest rate of the 3-month LIBOR rate, plus 2.5% {as of December 31, 2001 and June 30, 2001, 5.10% and 6.23%, respectively}. Interest payments are calculated and due monthly, and the principal balance was due on January 13, 2002. The outstanding debt was not paid, demand has been made, and is in default. In connection with the guarantee by the investor group, the Company issued 39,300 restricted shares of its common stock, valued at $7,958, 196,500 commitment warrants at fair market value {$.266 per share} and 393,000 usage warrants at 75% of fair market value (ranging from $.1275 to $.218 per share). The warrants were valued using Black Scholes option pricing model at $71,948. Accordingly, the line of credit was discounted for the value allocated to the stock and warrants. As of December 31,2001 and June 30, 2001, the additional interest expense of $76,141 and $33,143 was recorded and the unamortized discount was $2,864 and $45,862, respectively. As of March 31, 2002 and June 30, 2001, the discounted value of the line of credit was $390,136 and $339,138. NOTE 4. LONG-TERM BORROWINGS On September 28, 2001, the Company received $25,000 in advances on a 12% secured note that is due on October 2, 2004. From October 1, 2001 through October 19, 2001, the Company received an additional $155,000 in advances on the 12% secured note. The note requires no principal or interest payments until the maturity date of the note. The assets of the Company are pledged as collateral for the loan. NOTE 5. COMMITMENTS AND CONTINGENCIES On or about December 6, 2001, Russell H. Ritchie, Dale Riker, and Suntine Enterprises, LLC (the "Arizona Plaintiffs") brought an action in the Superior Court of the State of Arizona, in and for the County of Maricopa, No. CV2001-021203, against the Company, its officers, current directors, former directors, employees, and all of their spouses (collectively, "Defendants"), for Breach of Contract and Tort. The Arizona Plaintiffs seek payment of their outstanding loans, including interest; damages as may be proved at the time of trial; and attorneys' fees and costs. The Arizona Plaintiffs have executed a settlement agreement with certain of the Defendants and the remaining Defendants, including the Company, are attempting to settle this matter with the Arizona Plaintiffs as well. On December 7, 2001, the Company entered into an agreement with two consultants hired to create marketing material (See Note 7). To date, the 7 NOTE 5. COMMITMENTS AND CONTINGENCIES (continued) consultants were paid $350,000 for services rendered Based upon the market price on February 13, 2002, the Company issued an additional 34,200,000 shares. There are no other 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, 2002, were approximately $84,775. NOTE 6. COMMON STOCK As of March 31, 2002, there were outstanding 9,781,242 of non-public warrants to purchase the Company's common stock at prices ranging from $0.01 to $2.00 with a weighted average price of $0.21 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. As of March 31, 2002, there were 524,044 shares of various classes of Convertible Preferred Stock outstanding which can be converted to 613,818 shares of common stock. During the nine months ended March 31, 2002, the Company issued 57,467,000 shares of the Company's common stock for consulting services valued at approximately $700,000. NOTE 7. 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, 2002 June 30, 2001 -------------- ------------- 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 375,000 130,000 167,500 Series E Preferred 1,000,000 275,000 275,000 Series P Preferred 600,000 86,640 86,640 --------- --------- --------- Total Preferred Stock 3,325,000 524,044 561,544 ========= ========= ========= 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. 8 NOTE 7. PREFERRED STOCK (continued) 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 8. INCOME TAXES There was no provision for current income taxes for the nine months ended March 31, 2002 and 2001. The federal net operating loss carry forwards of approximately $19,769,000 expire in varying amounts through 2021. In addition the Company has state carry forwards of approximately $4,998,000. 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. NOTE 9. SUBSEQUENT EVENTS On or about April 5, 2002, all employees, except John D. McPhilimy, President, Secretary, and Treasurer, resigned. The Company ceased operations on or about April 5, 2002. Mr. McPhilimy will work without pay to obtain financing or a business combination for the Company. If the Company does not obtain financing or a buyer or a merger, it may be forced to file bankruptcy. 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, 2002 and 2001. 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, 2002 AND 2001 RESULTS OF OPERATIONS The net loss for the quarter ended March 31, 2002, was $237,047 compared to a net loss of $8,817 for the quarter ended March 31, 2001. The loss before other income and expenses for the quarter ended March 31, 2002 was $201,600 compared to a loss before other income and expenses for the quarter ended March 31, 2001 of $290,273. The Company's marketing expenses for the three months ended March 31, 2002 increased by approximately $20,800 over the same period last year. The Company's general and administrative expenses decreased in the three months ended March 31, 2002 by approximately $79,000 over the three months ended March 31, 2001. The decrease in general and administrative expenses was due to reduction in staff. The Company's engineering and development costs decreased by approximately $12,000 due to a reduction in staff. Revenue for the quarter ended March 31, 2002, was $30,000 compared to revenue of $56,700 for the quarter ended March 31, 2001. The gross profit for the three months ended March 31, 2002 was $30,000 compared to the three months ended March 31, 2001 of $12,000. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2002, the Company had a deficiency of $909,719, compared with a working capital deficiency of $485,998 as of March 31, 2001. During the quarter ended March 31, 2002, the Company collected approximately $50,000 of accounts receivable. The cash received was used to pay current period operating expenses. The Company's financial position is precarious. The Company needs funding in order to maintain current operations and to support growth and sales. During the quarter ended December 30, 2001, the Company received approximately $150,000 from an investor on a 12% note with principal and interest payments due October 2, 2004. Unless we are able to generate sufficient revenue or acquire additional debt or equity financing to cover our present and ongoing operation costs and liabilities, we may not be able to continue as a going concern. On or about April 5, 2002, all employees, except John D. McPhilimy, President, Secretary, and Treasurer, resigned. The Company ceased operations on or about April 5, 2002. Mr. McPhilimy will work without pay to obtain financing or a business combination for the Company. If the Company does not obtain financing or a buyer or a merger, it may be forced to file bankruptcy. 10 NINE MONTHS ENDED MARCH 31, 2002 AND 2000 RESULTS OF OPERATIONS The net loss for the nine months ended March 31, 2002 was $1,240,601 compared to a net loss of $897,869 for the nine months ended March 31, 2001. The Company's marketing expenses for the nine months ended March 31, 2002 increased by approximately $528,000 over the same period last year. This increase is due to new consulting contracts. The Company's engineering expenses for the nine months ended March 31, 2002 decreased by approximately $61,000 over the same period last year. This decrease was attributed to the decrease in the Company's design staff. The Company also decreased their general and administrative expenses for the nine months ended March 31, 2002 by $199,000 over the nine months ended March 31, 2001 due to a decrease in staff. Revenue for the nine months ended March 31, 2002 was $112,000 compared to revenue of $220,000 for the nine months ended March 31, 2001. The Company's gross profit for the nine months ended March 31, 2002 was 73% compared to 31% 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 employed by the Company. LIQUIDITY AND CAPITAL RESOURCES During the nine months ended March 31, 2002, the Company collected approximately $111,000 of accounts receivable. Substantially all the cash received and cash on hand was used to support operations. The Company is currently looking to secure additional funding. On or about April 5, 2002, all employees, except John D. McPhilimy, President, Secretary, and Treasurer, resigned. The Company ceased operations on or about April 5, 2002. Mr. McPhilimy will work without pay to obtain financing or a business combination for the Company. If the Company does not obtain financing or a buyer or a merger, it may be forced to file bankruptcy. 11 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On or about December 6, 2001, Russell H. Ritchie, Dale Riker, and Suntine Enterprises, LLC (the "Arizona Plaintiffs") brought an action in the Superior Court of the State of Arizona, in and for the County of Maricopa, No. CV2001-021203, against the Company, its officers, directors, consultants and shareholders (collectively, "Defendants"), for Breach of Contract and Tort. The Arizona Plaintiffs have executed a settlement agreement with certain of the Defendants and the remaining Defendants, including the Company, are attempting to settle this matter with the Arizona Plaintiffs as well. If all Defendants settle this matter, it will be dismissed in full. If all Defendants do not settle this matter, it will be dismissed as to the settling Defendants only. On or about December 12, 2001, Russell H. Ritchie (the "Delaware Plaintiff") brought an action in the Court of Chancery of the State of Delaware in and for New Castle County, Civil Action No. 19311-NC, to compel the Company to hold an annual shareholders meeting and provide its shareholders list to the Plaintiff. This proceeding was dismissed, without prejudice, by the Delaware Plaintiff on April 22, 2002. 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 Exhibits: None. Reports on Form 8-K: May 8, 2002 Withdrawal of Proxy Statement 12 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 20, 2002 By: /s/ John D. McPhilimy ------------------------------------ Its: President By: /s/ John D. McPhilimy ------------------------------------ Its: Principal Accounting Officer 13 -----END PRIVACY-ENHANCED MESSAGE-----