DIMENSIONAL VISIONS GROUP LTD
NT 10-K, 1998-09-29
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                         Commission File Number ________

(Check One)

     [X]  Form 10-K and Form 10-KSB                               [ ]  Form 11-K

     [ ]  Form 20-F        [ ]  Form 10-Q and Form 10-QSB        [ ]  Form N-SAR

     For period ended               June 30, 1998
     ---------------------------------------------------

     [ ]  Transition Report on Form 10-K and Form 10-KSB

     [ ]  Transition Report on Form 20-F

     [ ]  Transition Report on Form 11-K

     [ ]  Transition Report on Form 10-Q and Form 10-QSB

     [ ]  Transition Report on Form N-SAR

     For period ended

     Read Attached  Instruction  Sheet Before  Preparing  Form.  Please Print or
     Type.

     Nothing in this form shall be  construed to imply that the  Commission  has
     verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
     identify the item(s) to which the notification relates: N/A
<PAGE>
                                    PART I
                            REGISTRATION INFORMATION


     Full name of registrant:               Dimensional Visions Incorporated

     Former name if applicable:             N/A

     Address of principal executive 
     office (Street and number):            2301 W. Dunlap, Suite 207

     City, state and zip code:              Phoenix, Arizona  85021

                                     PART II
                             RULE 12b-25(b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

     (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

[X]  (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K,  10-KSB,  20-F, 11-K or Form N-SAR, or portion thereof will
          be filed on or before the 15th calendar day  following the  prescribed
          due date; or the subject quarterly report or transition report on Form
          10-Q,  10-QSB, or portion thereof will be filed on or before the fifth
          calendar day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

                                    PART III
                                    NARRATIVE

         State below in  reasonable  detail the  reasons why Form 10-K,  10-KSB,
11-K, 20-F, 10-Q,  10-QSB,  N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)

         Registrant  is in the process of obtaining  and  verifying all required
information and completing its audit.  This  information  will affect the annual
report to which this Form 12b-25 relates.

                                       2
<PAGE>
                                     PART IV
                                OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification.

          Roy D. Pringle                 602                  997-1990
          ----------------------------------------------------------------------
             (Name)                  (Area Code)         (Telephone Number)

     (2)  Have all other periodic  reports required under Section 13 or 15(d) or
          the  Securities  Exchange Act of 1934 or Section 30 of the  Investment
          Company Act of 1940 during the preceding 12 months or for such shorter
          period that the  registrant  was required to file such  report(s) been
          filed? If the answer is no, identify report(s).

                                  [X] Yes           [ ] No

     (3)  Is it anticipated that any significant change in results of operations
          from  the  corresponding  period  for the  last  fiscal  year  will be
          reflected  by the  earnings  statements  to be included in the subject
          report or portion thereof?

                                  [ ] Yes           [X] No

          If  so:  attach  an  explanation  of  the  anticipated   change,  both
          narratively and quantitatively, and, if appropriate, state the reasons
          why a reasonable estimate of the results cannot be made.


                           Dimensional Visions Incorporated
          ----------------------------------------------------------------------
                     (Name of Registrant as Specified in Charter)

                  Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.


Date:    September 28, 1998           By: /s/ Roy D. Pringle
                                         ---------------------------------------
                                         Roy D. Pringle, Chief Financial Officer

                                       3


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