SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. __)

Check the appropriate box:

[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(d)(2))
[X] Definitive Information Statement

Dimensional Visions Incorporated
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(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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DIMENSIONAL VISIONS INCORPORATED

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
HELD BY MAJORITY WRITTEN CONSENT

TO ALL STOCKHOLDERS OF DIMENSIONAL VISIONS INCORPORATED:

NOTICE IS HEREBY GIVEN to you as a stockholder of record of Dimensional Visions
Incorporated, a Delaware corporation (the "Company"), that a Majority Written
Consent in Lieu of an Annual Meeting of Stockholders (the "Written Consent") has
been executed to be effective not less than twenty days following the mailing of
this Information Statement to you. The Written Consent authorizes the following
corporate actions:

1. To elect three Directors for a term of one year or until their
successors are duly elected and qualified; and

2. To ratify the appointment of Kopple & Gottlieb, LLP as the Company's
independent public accountants for the fiscal year ending June 30, 2002.

Because execution of the Written Consent is assured, the Company's Board of
Directors believes it would not be in the best interest of the Company and its
stockholders to incur the costs of holding an annual meeting or of soliciting
proxies or consents from additional stockholders in connection with these
actions. Based on the foregoing, the Board of Directors of the Company has
determined not to call an Annual Meeting of Stockholders, and none will be held
this year.

The entire cost of furnishing this Information Statement will be borne by the
Company. The Company will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the
beneficial owners of Common Stock held of record by them.

The Board of Directors has fixed the close of business on June 14, 2002 as the
record date (the "Record Date") for the determination of stockholders who are
entitled to receive this Information Statement. This Information Statement is
being mailed on or about June 19, 2002 to all stockholders of record as of the
Record Date. Under Delaware law, stockholders are not entitled to dissenter's
rights of appraisal with respect to any of the matters being authorized herein.

PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT
RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE ELECTION OF
DIRECTORS AND REAPPOINTMENT OF ACCOUNTANTS. WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY. PLEASE NOTE THAT THIS IS NOT AN
OFFER TO PURCHASE YOUR SHARES.

DIMENSIONAL VISIONS INCORPORATED

INFORMATION STATEMENT ON SCHEDULE 14C

PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the shareholdings of those persons who: (i) own
more than five percent of our common stock as of May 20, 2002 with the number of
outstanding shares at 63,809,000; (ii) are officers or directors of the Company;
and (iii) all officers and directors as a group:

PERCENTAGE
BENEFICIALLY
NAME NUMBER OF SHARES OWNED(1)
---- ---------------- --------
Jason M. Genet, President, Director(2) 17,100,000 26.8%

Larry Kohler, CFO, Director(2) 169,634 *

Lawrence G. Olson, Vice President,
Secretary, Director(2) 30,000 *

All Officers and Directors as a group (3 people) 17,299,634 27.1%

David W. Keaveney 17,100,000 26.8%
3550 N. Central Avenue S-1000
Phoenix, AZ 85012

* Less than 1%.

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(1) Except as otherwise indicated, we believe that the beneficial owners of
Common Stock listed above, based on information furnished by such owners,
have sole investment and voting power with respect to such shares, subject
to community property laws where applicable. Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes
voting or investment power with respect to securities. Shares of Common
Stock subject to options or warrants currently exercisable, or exercisable
within 60 days, are deemed outstanding for purposes of computing the
percentage of the person holding such options or warrants, but are not
deemed outstanding for purposes of computing the percentage of any other
person.
(2) C/o the Company's address.

ELECTION OF DIRECTORS
(PROPOSAL #1)

Three Directors were elected for the ensuing year or until their successors are
duly elected and qualified.

Name Age
- ---- ---
Jason M. Genet 30
Larry Kohler 56
Lawrence G. Olson 65

The consent of a majority of the voting shares of the Company was given for the
election of the directors listed above.

DIRECTORS AND EXECUTIVE OFFICERS

Jason M. Genet, President and a Director, has been a co-owner of BreakOut
Investment Marketing since July 2001. BreakOut Investment Marketing is a full
service investment marketing firm specializing in the public market space. Mr.
Genet was a Director and President of BizPay International, an international and
domestic payments company from December 1999 through August 2001. He was a
consultant to ConSyGen Inc., technology software company, from October 1998
through August 1999 and the Senior Vice President and Chief Operating Officer
through December 1999. Prior to ConSyGen, Mr. Genet was a private consultant in
California from March 1997 until October 1998 consulting to companies like North
American Mortgage, Kinney Shoes Corp, and Marks Bros. Jewelers.

Larry Kohler, Chief Financial Officer and a Director, has been President of
Global Capital Management, an international financial planning firm,
specializing in "offshore planning" for individuals and organizations, located
in Scottsdale, Arizona, since November 1998 and continuing through the present.
From 1996 through November 1998, Mr. Kohler was President of Capital West
Investment Group, a Securities and Exchange Commission registered brokerage firm
which was also a member of the National Association of Securities Dealers where
he dealt with retail accounts and investment banking, located in Phoenix,
Arizona. He graduated from Mercyhurst College in Erie, Pennsylvania in 1979 with
a BA degree in Finance & Marketing.

Lawrence G. Olson, Vice President, Secretary, and a Director, has been President
and Founder of Olson Precast of Arizona, Inc., a private Phoenix, Arizona
concrete products manufacturer with approximately 100 employees from 1973 and
continuing through the present. He is also President and Director of AZCO
Mining, Inc., an Arizona AMEX listed public mining cooperation from 1999 and
continuing through the present. Mr. Olson graduated from the University of
Southern California in 1959 with a BS degree in Engineering.

MEETINGS OF THE BOARD OF DIRECTORS AND INFORMATION REGARDING COMMITTEES

There currently are no committees of the Board of Directors.

The Board of Directors held three meetings in fiscal 2001. All Directors
attended at least 75% of the meetings of the Board of Directors.

EXECUTIVE COMPENSATION

GENERAL COMPENSATION DISCUSSION.

All decisions regarding compensation for the Company's executive officers and
executive compensation programs are reviewed, discussed, and approved by the
Board of Directors. All compensation decisions are determined following a
detailed review and assessment of external competitive data, the individual's
contributions to the Company's success, any significant changes in role or
responsibility, and internal equity of pay relationships.

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation earned by or paid to the
executive officers for the last three fiscal years. No officer of the Company
earned more than $100,000 in the last three fiscal years.

ANNUAL COMPENSATION LONG TERM COMPENSATION
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Awards Payouts
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Securities
Other Restricted Underlying
Annual Stock Options/ LTIP All Other
Year Salary($) Bonus($) Compensation($) Awards($) SARs(#) Payouts($) Compensation($)
---- --------- -------- --------------- ---------- ---------- ---------- ---------------

John D. McPhilimy, 2001 $93,000 $5,000 $0 $0 2,000,000 $0 $0
CEO, President(3) 2000 $90,000 $0 $0 $0 -0- $0 $0
1999 $90,000 $0 $0 $0 -0- $0 $0

Bruce D. Sandig, 2001 $90,000 $7,500 $0 $0 -0- $0 $0
Sr. Vice 2000 $84,000 $0 $0 $0 -0- $0 $0
President(4) 1999 $84,000 $0 $0 $0 -0- $0 $0

Lisa R. McPhilimy, 2001 $48,000 $0 $0 $0 -0- $0 $0
Chief Financial 2000 $40,000 $0 $0 $0 -0- $0 $0
Officer, Secretary(5) 1999 N/A N/A N/A N/A N/A N/A N/A

OPTIONS/SAR GRANTS IN THE FISCAL YEAR 2001
INDIVIDUAL GRANTS

Number of % of Total
Securities Options/SARs
Underlying Granted to
Option/SARs Employees in Exercise or Base Expiration
Name Year Granted(#) Fiscal Year Price ($/Share) Date
---- ---- ---------- ----------- --------------- ----

John D. McPhilimy(3) 2001 2,000,000 40.8 .125 1/1/08

AGGREGATED OPTIONS/SAR EXERCISES IN THE FISCAL YEAR 2001
AND FY-END OPTION/SAR VALUES

Number of
Securities
Underlying Value of
Exercised Options/ Unexercised
Shares SARs at FY-End(#) In-the-Money
Acquired on Value Exercisable/ Options/SARs at
Name Year Exercise(#) Realized Unexercisable FY-End($)
---- ---- ----------- -------- ------------- ---------

John D. McPhilimy(3) 2001 -- 0 2,385,000(E)/0(U) $90,000

(3) Resigned June 7, 2002, subject to the requirement to deliver this
Information Statement to stockholders at least 20 days prior to
effectiveness, anticipated to be effective July 9, 2002.
(4) Resigned April 1, 2002.
(5) Resigned April 1, 2002.

STOCK AND COMPENSATION PLANS

1996 EQUITY INCENTIVE PLAN

The Company, in June 1996, adopted the 1996 Equity Incentive Plan (the "1996
Plan") covering 10,000,000 shares of the Company's Common Stock pursuant to
which employees, consultants and other persons or entities who are in a position
to make a significant contribution to the success of the Company are eligible to
receive awards in the form of incentive or non-incentive options, stock
appreciation rights, restricted stock or deferred stock. The 1996 Plan will
terminate ten (10) years after June 12, 1996, the effective date of the 1996
Plan. The 1996 Plan is administered by the Board of Directors. In its
discretion, the Board of Directors may elect to administer the 1996 Plan.
Restricted stock entitles the recipients to receive shares of the Company's
Common Stock subject to such restriction and condition as the Compensation
Committee may determine for no consideration or such considerations as
determined by the Compensation Committee. Deferred stock entitles the recipients
to receive shares of the Company's Common Stock in the future. As of the date
hereof, 5,002,978 shares have been issued pursuant to this plan.

1999 STOCK OPTION PLAN

On November 15, 1999, the Board of Directors of Dimensional Visions adopted the
1999 Stock Option Plan (the "1999 Plan"). This plan was approved by a majority
of our stockholders at our January 28, 2000, stockholders' meeting. The purpose
of the 1999 Plan is to advance the interests of the Company by encouraging and
enabling acquisition of a financial interest in the Company by its officers and
other key individuals. The 1999 Plan is intended to aid the Company in
attracting and retaining key employees, to stimulate the efforts of such
individuals and to strengthen their desire to remain with the Company. A maximum
of 1,500,000 shares of the Company's common stock are available to be issued
under the 1999 Plan. The option exercise price will be 100% of the fair market
value of the Company's common stock on the date the option is granted and will
be exercisable for a period not to exceed 10 years from the date of grant. As of
the date hereof, no shares have been issued pursuant to this plan.

EMPLOYMENT AND RELATED AGREEMENTS

John D. McPhilimy had an employment agreement with the Company dated January 1,
2001 and commencing on July 1, 2001. The term of the agreement was three years
ending in June 2004. Mr. McPhilimy's base compensation was $96,000. The
agreement was terminated without cause by Mr. McPhilimy's resignation on July 9,
2002.

Bruce D. Sandig had an employee agreement with the Company. The term of the
agreement was three years ending June 2004. Mr. Sandig's base compensation was
$90,000 per year. The agreement was terminated without cause by Mr. Sandig's
resignation on April 1, 2002.

The Company has no employment agreements with any of its new management.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 7, 2001, the Company entered into a Multi-Media and Corporate
Imaging Agreement and, on March 5, 2002, a Supplement to that agreement, with
Jason Genet, who was not then, but is now the Company's President and a
Director, and David Keaveney. Pursuant to that agreement and supplement, Messrs.
Genet and Keveaney provided marketing services and materials to the Company,
including a marketing plan, CD Rom business cards, corporate fact sheets, and
multimedia CD ROMs, to the Company in exchange for 19,600,000 shares of the
Company's common stock each. The agreement and supplement have been completely
fulfilled and have now terminated.

On October 2, 2001, the Company entered into a Secured Note in the original
principal amount of $150,000 with interest accruing at 12% per annum with
Suntine Enterprises, LLC. Larry Kohler, who was not then, but is now Chief
Financial Officer and a Director of the Company, is a principal of Suntine
Enterprises, LLC. The note, including payment of principal and all interest, is
due on October 2, 2004 and is secured by all assets of the Company.

RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS FOR FISCAL 2002
(PROPOSAL #2)

The Company has retained and the stockholders ratified Kopple & Gottlieb, LLP as
its independent public accountants for the fiscal year ending June 30, 2002.
Kopple & Gottlieb, LLP has been the independent accountants for the Company for
the past two years and has no financial interest, either direct or indirect, in
the Company.

The following table presents fees for the professional audit services rendered
by Kopple & Gottlieb, LLP for the audit of the Company's annual financial
statements for 2001, and fees billed for other services rendered by Kopple &
Gottlieb, LLP for fiscal year 2001.

Audit fees $28,452
All other fees 12,050
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Total fees $40,502
=======

The entry for "All other fees" in the table above consists of $4,820 for review
of the Company's quarterly reports and $7,230 for review of the Company's
registration statement and tax return preparation.

The consent of a majority of the voting shares of the Company was given for the
ratification of Kopple & Gottlieb, LLP as the Company's independent public
accountants.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2002

The rules of the Securities and Exchange Commission permit stockholders of the
Company, after notice to the Company, to present proposals for stockholder
action in the Company's proxy statement where such proposals are consistent with

applicable law, pertain to matters appropriate for stockholder action, and are
not properly omitted by Company action in accordance with the proxy rules
published by the Securities and Exchange Commission. The Company's 2002 annual
meeting of stockholders is expected to be held on or about February 17, 2003,
and proxy materials in connection with that meeting are expected to be mailed on
or about January 17, 2003. Proposals of stockholders of the Company that are
intended to be presented at the Company's 2002 annual meeting must be received
by the Company no later than September 17, 2001, in order for them to be
included in the proxy statement and form of proxy relating to that meeting.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that the Company's Officers and Directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, Directors and greater than ten percent stockholders are
required by regulation to furnish to the Company copies of all Section 16(a)
forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons the Company believes that
during it 2001 fiscal year, all such filing requirements applicable to its
Officers, Directors, and greater than ten percent beneficial owners were
complied with.

ANNUAL REPORT

A copy of the Company's amended Annual Report on Form 10-KSB/A for the year
ended June 30, 2001, which has been filed with the SEC pursuant to the Exchange
Act, is being mailed to you along with this Information Statement and is hereby
incorporated by reference into this Information Statement, including the
financial statements that are part of our Annual Report. The Company's Annual
Report on Form 10-KSB for the year ended June 30, 2001, Quarterly Report on Form
10-QSB and amended Quarterly Report on Form 10-QSB/A for the period ended
September 30, 2001 and Quarterly Report on Form 10-QSB for the period ended
December 31, 2001 are each incorporated by reference into this Proxy Statement.
Additional copies of this Information Statement and/or the amended Annual
Report, as well as copies of the Annual Report and Quarterly Reports may be
obtained without charge upon written request to Larry Kohler, Dimensional
Visions Incorporated, 12070 N. 134th Way, Scottsdale, Arizona 85259, on the
Internet at www.sec.gov from the SEC's EDGAR database.

By Order of the Board of Directors

/s/ Jason M. Genet
- ----------------------------------
BY: Jason M. Genet, President