UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) August 13, 1998


                 Integrated Spatial Information Solutions, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Colorado                      0-14273                   84-0868815
----------------------------        -----------              ------------------
(State or other jurisdiction        (Commission                (IRS Employer
     of incorporation)              File Number)             Identification No.)


             200 West Forsyth St., Suite 800, Jacksonville, FL 32202
             ------------------------------------------------------
              (Address of principal executive offices and Zip Code)

       Registrant's telephone number, including area code: (904)-346-1319
                                                            -------------

                                       N/A
          -------------------------------------------------------------
         (Former name or former address, if changed since last report.)



<PAGE>




Item 5. Other Information
        -----------------

                                       I.

     Integrated Spatial Information Solutions, Inc. ("Company") has entered into
subscription agreements for the sale of a total of $2,050,000 of its securities,
which will result in net  proceeds to the  Company of  approximately  $1,775,000
after transaction costs. A total of $750,000, less commissions, costs and escrow
reserve,  has been completed,  and a total of $1,300,000 has been deposited into
an escrow  account.  Of those escrowed  funds,  $825,000,  less  commissions and
costs,  will be  released  when the  Company  files the  necessary  registration
statement,  and  $475,000  will  be  released  upon  the  effectiveness  of  the
registration  statement,  as  described  in this report and the exhibits to this
report.

     In a related matter,  the NASDAQ Listing  Qualifications  Panel has granted
the Company an extension to continue  trading the Company's  common stock on the
NASDAQ  SmallCap  Market.  The extension  allows the Company until  September 1,
1998,  to file the  registration  statement as required  under the  subscription
agreement,  and until October 15, 1998, to make a public filing with the SEC and
NASDAQ evidencing a minimum of $2.5 million in net tangible assets.  The Company
must also demonstrate compliance with all requirements for continued listing.

     The private placements are components of a plan submitted by the Company to
the NASDAQ Panel to achieve and sustain compliance with the minimum listings for
the SmallCap Market. Management has maintained a dialogue with the NASDAQ Panel,
believes the filing of this Report fulfills the initial  reporting  requirement,
and believes that the Company can, based on its past performance,  the structure
of the private placements and other elements of its compliance plan, satisfy the
requirements for continued listing on the SmallCap Market.

Background:

     The subscription agreements mentioned above include the private sale of the
Company's  Series A 6% Cumulative  Convertible  Preferred  Stock $.001 par value
("Series A  Preferred"),  to two  unaffiliated  entities for a total price of $2
million.  The subscription  agreements  mentioned above also include the private
sale of 57,142  shares of common  stock for a total of  $50,000,  which has been
completed with two accredited investors in separate transactions.

     The  Company  will  issue a total of 2,000  restricted  shares  of Series A
Preferred  each with a Stated Value of $1,000 per share.  The Series A Preferred
has no voting  rights.  The  holders  of the  Series A  Preferred  Stock  have a
preferred  right  to  payment  in  the  event  of  dissolution,  liquidation  or
winding-up of the Company. The Series A Preferred has a preferential  cumulative
dividend at the rate of 6% simple  interest per year payable  quarterly when, as
and if declared. The Company may elect to pay the dividends in additional shares
of Series A Preferred Stock.

     The Company  deposited  $100,000 of the net proceeds from the first tranche
into the escrow  account,  as a contingency to compensate the purchasers if they
incur costs and expenses  associated  with the  purchasers'  enforcement  of any
rights under the subscription agreement.  The expenses escrow is released to the
Company  when  all the  Series A  Preferred  and  accrued  dividends  have  been
converted into free trading Common Stock or otherwise redeemed.

                                       2

<PAGE>


     The  Company  has agreed to file a  registration  statement  ("Registration
Statement") with the U.S.  Securities and Exchange Commission ("SEC"), to permit
the public sale of the Common Stock  issuable  upon  conversion  of the Series A
Preferred and upon  exercise of the warrants  issued to the  purchasers  and the
placement agents.  The second tranche in the amount of $825,000 will be released
when the Company files the Registration  Statement.  The Company has agreed with
the NASDAQ  Panel to file the  Registration  Statement  on or before  August 31,
1998.

     The third tranche in the amount of $475,000 will be released from escrow to
the Company if the above described  registration statement is declared effective
within 90 days from the date it is filed with the SEC.

     If the Registration Statement is not filed with the SEC as required,  funds
for the second  tranche are returned to the  purchasers  at their option and the
purchasers are entitled to damages from the Company for a Non-Registration Event
as set forth below. If the Registration  Statement is not declared  effective as
required,  funds for the third  tranche are returned to the  purchasers at their
option and the  purchasers  are  entitled  to  damages  from the  Company  for a
Non-Registration Event as set forth below.

     If the Company does not file the Registration  Statement as required, or if
the  Registration  Statement  is not  declared  effective by the SEC as required
(collectively  a  "Non-Registration  Event"),  the  investors  are  entitled  to
liquidated  damages,  the  dividend  rate of 6%  becomes  15% from and after the
occurrence of such event, and at the option of the holder, the outstanding share
of Series A Preferred  Stock shall be redeemed by the  Corporation at its Stated
Value and accrued  dividends  plus 8% on an annualized  basis of the  redemption
amount.

     The holders of shares of Series A Preferred have the right after sixty (60)
days from the  respective  closing date of each tranche,  to convert such shares
into shares of Common  Stock.  Management  believes  this  staggered  conversion
schedule may facilitate  the conversion  into common stock over a greater period
of time.  The Company and the holder do not have the right to convert the Series
A Preferred if at the time of  conversion  such holder  would be the  beneficial
owner of more than 9.99% of the Company's common stock.

     The Series A Preferred  associated  with the first two  tranches can not be
converted  into free trading  common stock until the  Registration  Statement is
declared effective or until the Rule 144 holding period is satisfied. The Series
A Preferred in the final tranche can not be converted  into free trading  common
stock until 60 days after the  Registration  Statement is declared  effective or
until the Rule 144 holding period is satisfied.

     The  conversion  price of the Series A Preferred is equal to the lesser of:
(i) 105% of the average of the closing bid price of the  Company's  common stock
for the  five (5)  trading  days  immediately  preceding  the date of the  first
closing under the  subscription  agreement for the Series A Preferred  Stock; or
(ii) 20% below the  average of the three  lowest  closing bid prices for the ten
trading days  immediately  preceding the conversion of the respective  shares of
Series A  Preferred  Stock.  The Series A  Preferred  is  subject  to  mandatory
conversion two years from the date issued.

     The number of shares of Common Stock that may be issued upon  conversion of
the Series A Preferred  is not known in advance,  because the  Conversion  Price
takes into  account the  closing bid prices for the Common  Stock at the time of
conversion.   The  NASDAQ  Marketplace  Rules  require  the  Company  to  obtain


                                       3

<PAGE>

shareholder  approval  prior to issuing  shares of its  common  stock in certain
circumstances. Since it is not possible to determine in advance the exact number
of shares of common  stock that may be issued  upon  conversion  of the Series A
Preferred Stock, it is possible that such NASDAQ Marketplace Rule could apply to
the issuance of Common Stock upon  conversion  of  Preferred  Stock.  If so, the
Company would be required to obtain  shareholder  approval  prior to issuing the
amount of shares of Common Stock to which the NASDAQ Marketplace Rules apply.

     If the Company may not issue shares of Common Stock upon  conversion of the
Series A Preferred  when  requested  by the holder,  the Company must redeem the
Series A Preferred at the price specified in the subscription agreement.

     Other than in connection with mergers and  acquisitions  transactions  that
are part of the  Company's  business  plans,  until 120 days after the effective
date of the  Registration  Statement  the  purchasers  have the  rights of first
refusal to purchase securities of the Company, and the Company has agreed not to
issue any  securities  that could be free trading  prior to all the Common Stock
underlying the Series A Preferred and the Warrants issued in connection with the
offering of the Series A Preferred.

     The  Company  also  agreed  to  issue  to the  purchasers  of the  Series A
Preferred,  warrants to buy a total of 400,000  shares of the  Company's  no par
value common stock  ("Common  Stock")  exercisable  for two years at 105% of the
market  price  on the day  prior  to  closing.  These  warrants  will be  issued
proportionately  at the  closing  of each  tranche  in  proportion  to the funds
received by the Company at the closings.

     The Company  agreed to pay the placement  agents for the Series A Preferred
Stock a commission of twelve percent of the total offering  price,  and warrants
to  purchase a total of 300,000  shares of Common  Stock  exercisable  for three
years at the per share  equal to the market  price on the day prior to the first
closing.  The  commissions  and  warrants  are  proportionately  released at the
closing of each tranche.


                                       II.

     On August 13, 1998,  the Company filed an Amendment to Article V, Section 6
of its Articles of incorporation,  pertaining to the previously authorized class
of Series A Preferred  Stock,  to facilitate  the sale of the Series A Preferred
Stock  discussed  above.  No shares of Series A  Preferred  Stock were issued or
outstanding when the Amendment was filed.


Item 7.  Exhibits
         --------

     1.  Articles  of  Amendment  to Article  V,  Section 6 of the  Articles  of
Incorporation  of the  Company,  filed with the  Colorado  Secretary of State on
August 13, 1998, and Certificate of Correction filed with the Secretary of State
on August 18, 1998.

     2. Form of Common Stock Purchase Warrant

     3. Form of Subscription Agreement for Series A Preferred Stock


                                       4

<PAGE>


     4.  Unaudited  condensed and  consolidated  balance sheet at June 30, 1998,
with pro forma adjustments.



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                  Integrated Spatial Information Solutions, Inc.




Date:  August 20, 1998            /s/  Frederick G. Beisser
                                  ----------------------------------------------
                                       Frederick G. Beisser, Vice President
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 12620}]
{"company-data": {"conformed-name": "INTEGRATED SPATIAL INFORMATION SYSTEMS INC", "cik": "0000783284", "assigned-sic": "3679", "irs-number": "84086815", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14273", "film-number": "98695237"}, "business-address": {"street1": "200 WEST FORSYTH STREET", "street2": "SUITE 800", "city": "JACKSONVILLE", "state": "FL", "zip": "32202", "phone": "9043461319"}, "mail-address": {"street1": "200 WEST FORSYTH ST. STE 800", "street2": "PO BOX 569", "city": "JACKSONVILLE", "state": "FL", "zip": "32202"}, "former-company": [{"former-conformed-name": "DCX INC", "date-changed": "19920703"}, {"former-conformed-name": "DOUGLAS COUNTY INDUSTRIES INC", "date-changed": "19860109"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) August 13, 1998

                 Integrated Spatial Information Solutions, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Colorado                      0-14273                   84-0868815
----------------------------        -----------              ------------------
(State or other jurisdiction        (Commission                (IRS Employer
     of incorporation)              File Number)             Identification No.)

             200 West Forsyth St., Suite 800, Jacksonville, FL 32202
             ------------------------------------------------------
              (Address of principal executive offices and Zip Code)

       Registrant's telephone number, including area code: (904)-346-1319
                                                            -------------

                                       N/A
          -------------------------------------------------------------
         (Former name or former address, if changed since last report.)
Item 5. Other Information
        -----------------

                                       I.

     Integrated Spatial Information Solutions, Inc. ("Company") has entered into
subscription agreements for the sale of a total of $2,050,000 of its securities,
which will result in net  proceeds to the  Company of  approximately  $1,775,000
after transaction costs. A total of $750,000, less commissions, costs and escrow
reserve,  has been completed,  and a total of $1,300,000 has been deposited into
an escrow  account.  Of those escrowed  funds,  $825,000,  less  commissions and
costs,  will be  released  when the  Company  files the  necessary  registration
statement,  and  $475,000  will  be  released  upon  the  effectiveness  of  the
registration  statement,  as  described  in this report and the exhibits to this
report.

     In a related matter,  the NASDAQ Listing  Qualifications  Panel has granted
the Company an extension to continue  trading the Company's  common stock on the
NASDAQ  SmallCap  Market.  The extension  allows the Company until  September 1,
1998,  to file the  registration  statement as required  under the  subscription
agreement,  and until October 15, 1998, to make a public filing with the SEC and
NASDAQ evidencing a minimum of $2.5 million in net tangible assets.  The Company
must also demonstrate compliance with all requirements for continued listing.

     The private placements are components of a plan submitted by the Company to
the NASDAQ Panel to achieve and sustain compliance with the minimum listings for
the SmallCap Market. Management has maintained a dialogue with the NASDAQ Panel,
believes the filing of this Report fulfills the initial  reporting  requirement,
and believes that the Company can, based on its past performance,  the structure
of the private placements and other elements of its compliance plan, satisfy the
requirements for continued listing on the SmallCap Market.

Background:

     The subscription agreements mentioned above include the private sale of the
Company's  Series A 6% Cumulative  Convertible  Preferred  Stock $.001 par value
("Series A  Preferred"),  to two  unaffiliated  entities for a total price of $2
million.  The subscription  agreements  mentioned above also include the private
sale of 57,142  shares of common  stock for a total of  $50,000,  which has been
completed with two accredited investors in separate transactions.

     The  Company  will  issue a total of 2,000  restricted  shares  of Series A
Preferred  each with a Stated Value of $1,000 per share.  The Series A Preferred
has no voting  rights.  The  holders  of the  Series A  Preferred  Stock  have a
preferred  right  to  payment  in  the  event  of  dissolution,  liquidation  or
winding-up of the Company. The Series A Preferred has a preferential  cumulative
dividend at the rate of 6% simple  interest per year payable  quarterly when, as
and if declared. The Company may elect to pay the dividends in additional shares
of Series A Preferred Stock.

     The Company  deposited  $100,000 of the net proceeds from the first tranche
into the escrow  account,  as a contingency to compensate the purchasers if they
incur costs and expenses  associated  with the  purchasers'  enforcement  of any
rights under the subscription agreement.  The expenses escrow is released to the
Company  when  all the  Series A  Preferred  and  accrued  dividends  have  been
converted into free trading Common Stock or otherwise redeemed.

                                       2
The  Company  has agreed to file a  registration  statement  ("Registration
Statement") with the U.S.  Securities and Exchange Commission ("SEC"), to permit
the public sale of the Common Stock  issuable  upon  conversion  of the Series A
Preferred and upon  exercise of the warrants  issued to the  purchasers  and the
placement agents.  The second tranche in the amount of $825,000 will be released
when the Company files the Registration  Statement.  The Company has agreed with
the NASDAQ  Panel to file the  Registration  Statement  on or before  August 31,
1998.

     The third tranche in the amount of $475,000 will be released from escrow to
the Company if the above described  registration statement is declared effective
within 90 days from the date it is filed with the SEC.

     If the Registration Statement is not filed with the SEC as required,  funds
for the second  tranche are returned to the  purchasers  at their option and the
purchasers are entitled to damages from the Company for a Non-Registration Event
as set forth below. If the Registration  Statement is not declared  effective as
required,  funds for the third  tranche are returned to the  purchasers at their
option and the  purchasers  are  entitled  to  damages  from the  Company  for a
Non-Registration Event as set forth below.

     If the Company does not file the Registration  Statement as required, or if
the  Registration  Statement  is not  declared  effective by the SEC as required
(collectively  a  "Non-Registration  Event"),  the  investors  are  entitled  to
liquidated  damages,  the  dividend  rate of 6%  becomes  15% from and after the
occurrence of such event, and at the option of the holder, the outstanding share
of Series A Preferred  Stock shall be redeemed by the  Corporation at its Stated
Value and accrued  dividends  plus 8% on an annualized  basis of the  redemption
amount.

     The holders of shares of Series A Preferred have the right after sixty (60)
days from the  respective  closing date of each tranche,  to convert such shares
into shares of Common  Stock.  Management  believes  this  staggered  conversion
schedule may facilitate  the conversion  into common stock over a greater period
of time.  The Company and the holder do not have the right to convert the Series
A Preferred if at the time of  conversion  such holder  would be the  beneficial
owner of more than 9.99% of the Company's common stock.

     The Series A Preferred  associated  with the first two  tranches can not be
converted  into free trading  common stock until the  Registration  Statement is
declared effective or until the Rule 144 holding period is satisfied. The Series
A Preferred in the final tranche can not be converted  into free trading  common
stock until 60 days after the  Registration  Statement is declared  effective or
until the Rule 144 holding period is satisfied.

     The  conversion  price of the Series A Preferred is equal to the lesser of:
(i) 105% of the average of the closing bid price of the  Company's  common stock
for the  five (5)  trading  days  immediately  preceding  the date of the  first
closing under the  subscription  agreement for the Series A Preferred  Stock; or
(ii) 20% below the  average of the three  lowest  closing bid prices for the ten
trading days  immediately  preceding the conversion of the respective  shares of
Series A  Preferred  Stock.  The Series A  Preferred  is  subject  to  mandatory
conversion two years from the date issued.

     The number of shares of Common Stock that may be issued upon  conversion of
the Series A Preferred  is not known in advance,  because the  Conversion  Price
takes into  account the  closing bid prices for the Common  Stock at the time of
conversion.   The  NASDAQ  Marketplace  Rules  require  the  Company  to  obtain

                                       3
shareholder  approval  prior to issuing  shares of its  common  stock in certain
circumstances. Since it is not possible to determine in advance the exact number
of shares of common  stock that may be issued  upon  conversion  of the Series A
Preferred Stock, it is possible that such NASDAQ Marketplace Rule could apply to
the issuance of Common Stock upon  conversion  of  Preferred  Stock.  If so, the
Company would be required to obtain  shareholder  approval  prior to issuing the
amount of shares of Common Stock to which the NASDAQ Marketplace Rules apply.

     If the Company may not issue shares of Common Stock upon  conversion of the
Series A Preferred  when  requested  by the holder,  the Company must redeem the
Series A Preferred at the price specified in the subscription agreement.

     Other than in connection with mergers and  acquisitions  transactions  that
are part of the  Company's  business  plans,  until 120 days after the effective
date of the  Registration  Statement  the  purchasers  have the  rights of first
refusal to purchase securities of the Company, and the Company has agreed not to
issue any  securities  that could be free trading  prior to all the Common Stock
underlying the Series A Preferred and the Warrants issued in connection with the
offering of the Series A Preferred.

     The  Company  also  agreed  to  issue  to the  purchasers  of the  Series A
Preferred,  warrants to buy a total of 400,000  shares of the  Company's  no par
value common stock  ("Common  Stock")  exercisable  for two years at 105% of the
market  price  on the day  prior  to  closing.  These  warrants  will be  issued
proportionately  at the  closing  of each  tranche  in  proportion  to the funds
received by the Company at the closings.

     The Company  agreed to pay the placement  agents for the Series A Preferred
Stock a commission of twelve percent of the total offering  price,  and warrants
to  purchase a total of 300,000  shares of Common  Stock  exercisable  for three
years at the per share  equal to the market  price on the day prior to the first
closing.  The  commissions  and  warrants  are  proportionately  released at the
closing of each tranche.

                                       II.

     On August 13, 1998,  the Company filed an Amendment to Article V, Section 6
of its Articles of incorporation,  pertaining to the previously authorized class
of Series A Preferred  Stock,  to facilitate  the sale of the Series A Preferred
Stock  discussed  above.  No shares of Series A  Preferred  Stock were issued or
outstanding when the Amendment was filed.

Item 7.  Exhibits
         --------

     1.  Articles  of  Amendment  to Article  V,  Section 6 of the  Articles  of
Incorporation  of the  Company,  filed with the  Colorado  Secretary of State on
August 13, 1998, and Certificate of Correction filed with the Secretary of State
on August 18, 1998.

     2. Form of Common Stock Purchase Warrant

     3. Form of Subscription Agreement for Series A Preferred Stock

                                       4
4.  Unaudited  condensed and  consolidated  balance sheet at June 30, 1998,
with pro forma adjustments.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                  Integrated Spatial Information Solutions, Inc.

Date:  August 20, 1998            /s/  Frederick G. Beisser
                                  ----------------------------------------------
                                       Frederick G. Beisser, Vice President