<PAGE>   1
                                    FORM 10Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   (MARK ONE)
     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                                       OR

     [ ] 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: 0-22977

                             VISION TWENTY-ONE, INC.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                    FLORIDA                                59-3384581
        -------------------------------               -------------------
        (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)

                              7360 BRYAN DAIRY ROAD
                              LARGO, FLORIDA 33777
               ---------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (727) 545-4300

                                 NOT APPLICABLE
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

                                 --------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         The registrant had 13,978,425 Shares outstanding as of July 31, 2000.


<PAGE>   2

                         PART I - FINANCIAL INFORMATION

               ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                    VISION TWENTY-ONE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                    JUNE 30,                        JUNE 30,
                                                              1999            2000            1999            2000
                                                          ------------    ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>             <C>
Revenues:
  Refractive and ambulatory surgery centers, net ......   $  2,916,524    $  3,774,705    $  5,482,505    $  8,161,722
  Managed care ........................................     14,024,769      13,363,076      28,209,681      26,848,856
  Buying group ........................................      4,376,712              --      19,154,456              --
                                                          ------------    ------------    ------------    ------------
                                                            21,318,005      17,137,781      52,846,642      35,010,578
                                                          ------------    ------------    ------------    ------------
Operating expenses:
  Refractive and ambulatory surgery centers ...........      2,660,200       3,509,171       4,907,325       7,299,347
  Medical claims ......................................     10,347,821       9,781,357      20,719,569      19,522,613
  Cost of buying group sales ..........................      4,195,752              --      18,257,963              --
  General and administrative ..........................      7,117,283       6,408,605      12,144,488      11,703,632
  Depreciation and amortization .......................        944,791         774,178       1,691,921       1,533,294
  Start-up and software development ...................        679,579              --         679,579              --
                                                          ------------    ------------    ------------    ------------
                                                            25,945,426      20,473,311      58,400,845      40,058,886
                                                          ------------    ------------    ------------    ------------
Loss from operations ..................................     (4,627,421)     (3,335,530)     (5,554,203)     (5,048,308)

Interest expense, net .................................      1,364,137       1,778,273       2,818,503       3,633,899
(Gain) loss on sale of assets .........................       (522,918)         17,026        (522,918)         17,026
                                                          ------------    ------------    ------------    ------------
Loss from continuing operations before minority
  interest ............................................     (5,468,640)     (5,130,829)     (7,849,788)     (8,699,233)
Minority interest .....................................             --         (42,676)             --         (81,493)
                                                          ------------    ------------    ------------    ------------
Loss from continuing operations .......................     (5,468,640)     (5,173,505)     (7,849,788)     (8,780,726)

Discontinued operations:
  Income from discontinued operations .................      1,177,419              --       3,574,744              --
  Income on disposal of discontinued operations .......             --         189,448              --         182,296

                                                          ------------    ------------    ------------    ------------
Loss before extraordinary item ........................     (4,291,221)     (4,984,057)     (4,275,044)     (8,598,430)
  Extraordinary item-costs associated with
     the previously planned OptiCare Health
     Systems, Inc. merger .............................             --        (348,967)             --      (1,365,229)
                                                          ------------    ------------    ------------    ------------
Net loss ..............................................   $ (4,291,221)   $ (5,333,024)   $ (4,275,044)   $ (9,963,659)
                                                          ============    ============    ============    ============
Basic and diluted loss per common share:
  Loss from continuing operations .....................   $      (0.36)   $      (0.37)   $      (0.52)   $      (0.63)
  Income from discontinued operations .................           0.08            0.01            0.24            0.01
                                                          ------------    ------------    ------------    ------------
Loss before extraordinary item ........................   $      (0.28)   $      (0.36)   $      (0.28)   $      (0.62)
  Extraordinary item-costs associated with
     the previously planned OptiCare Health
     Systems, Inc. merger .............................             --           (0.02)             --           (0.09)
                                                          ------------    ------------    ------------    ------------
Net loss per common share .............................   $      (0.28)   $      (0.38)   $      (0.28)   $      (0.71)
                                                          ============    ============    ============    ============
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.


                                       2
<PAGE>   3

                    VISION TWENTY-ONE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                               DECEMBER 31,         JUNE 30,
                                                                                                  1999                2000
                                                                                              ------------      --------------
                                               ASSETS                                                              (Unaudited)
<S>                                                                                            <C>               <C>
Current assets:
  Cash and cash equivalents ..............................................................     $  5,032,399      $    5,036,986
  Accounts receivable due from:
     Physicians, patients and surgery centers ............................................        1,852,091           1,931,307
     Managed health benefits payors ......................................................          810,606             824,638
  Prepaid expenses and other current assets ..............................................        1,405,321           1,296,995
  Current assets of discontinued operations ..............................................       20,102,763           9,258,380
                                                                                               ------------      --------------
         Total current assets ............................................................       29,203,180          18,348,306

Fixed assets, net ........................................................................        5,131,658           4,522,066
Excess of purchase price over fair values of
  net assets acquired, net of accumulated
  amortization of $3,500,266 and $4,404,180
  at December 31, 1999 and June 30, 2000 respectively ....................................       47,703,490          46,799,576
Other assets .............................................................................          205,059             165,261
Restricted cash ..........................................................................          500,000             802,915
Non current assets of discontinued operations ............................................        2,135,300              87,990
                                                                                               ------------      --------------
         Total assets ....................................................................     $ 84,878,687      $   70,726,114
                                                                                               ============      ==============

                          LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable .......................................................................     $  5,687,289      $    3,808,134
  Accrued expenses .......................................................................        2,240,083           3,133,462
  Medical claims payable .................................................................        4,870,837           3,928,015
  Accrued compensation ...................................................................        1,848,511           2,352,225
  Accrued restructuring charge ...........................................................          663,305             590,654
  Accrued interest and loan fees .........................................................        2,086,957           5,223,146
  Amount due to ECCA .....................................................................        4,031,870           4,031,870
  Current portion of long-term debt ......................................................       58,135,205          58,887,636
  Current portion of obligations under capital leases ....................................           90,292              95,708
  Current liabilities of discontinued operations .........................................        6,657,260           3,990,058
                                                                                               ------------      --------------
         Total current liabilities .......................................................       86,311,609          86,040,908

Obligations under capital leases, less current portion ...................................          195,902             146,646
Long-term debt, less current portion .....................................................          112,500             112,500
Long-term liabilities of discontinued operations .........................................          598,946             459,574
                                                                                                 ------------      --------------
         Total liabilities ...............................................................       87,218,957          86,759,628
Minority interest ........................................................................          409,822             491,315

Stockholders' deficit:
  Preferred stock, $.001 par value; 10,000,000 shares authorized: no shares issued ......                --                  --
  Common stock, $.001 par value; 50,000,000 shares authorized; 15,616,854
     shares issued and outstanding .......................................................           15,617              15,617
  Additional paid in capital .............................................................       92,981,946          92,754,199
  Treasury stock (1,612,342 shares) ......................................................               --          (3,775,466)
  Deferred compensation ..................................................................         (192,135)                 --
  Notes receivable .......................................................................         (172,984)           (172,984)
  Accumulated deficit ....................................................................      (95,382,536)       (105,346,195)
                                                                                               ------------      --------------
         Total stockholders' deficit .....................................................       (2,750,092)        (16,524,829)
                                                                                               ------------      --------------
         Total liabilities and stockholders' deficit .....................................     $ 84,878,687      $   70,726,114
                                                                                               ============      ==============
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.


                                       3
<PAGE>   4

                    VISION TWENTY-ONE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                        Six Months Ended June 30,
                                                                                         1999              2000
                                                                                     ------------      ------------
<S>                                                                                  <C>               <C>
OPERATING ACTIVITIES
Net loss .......................................................................       (4,275,044)       (9,963,659)
Adjustments to reconcile net loss to net cash used in operating activities:
   Income from discontinued operations .........................................       (3,574,744)         (182,296)
   Depreciation and amortization ...............................................        1,691,921         1,533,294
   Extraordinary item ..........................................................               --         1,365,229
   Non-cash compensation expense ...............................................          427,240           141,324
   Other amortization ..........................................................           54,150           192,135
   (Gain) loss  on sale of assets ..............................................         (511,063)           17,026
   Minority interest ...........................................................               --            81,493
 Changes in operating assets and liabilities, net of effects from business
   combinations:
     Accounts receivable, net ..................................................        5,605,720           (93,248)
     Prepaid expenses and other current assets .................................          449,228           108,326
     Other assets and restricted cash ..........................................          731,166          (263,117)
     Accounts payable ..........................................................       (3,416,214)       (1,879,155)
     Accrued expenses ..........................................................         (428,790)          893,379
     Accrued compensation ......................................................          577,033           503,714
     Accrued restructuring charge ..............................................         (482,998)          (72,651)
     Accrued acquisition costs .................................................         (165,752)               --
     Accrued interest and loan fees ............................................          891,526         3,136,189
     Medical claims payable ....................................................              (87)         (942,822)
                                                                                     ------------      ------------
          Net cash used in operating activities ................................       (2,426,708)       (5,424,839)

INVESTING ACTIVITIES
Payments for fixed assets, net .................................................       (1,093,291)          (31,409)
Payments for capitalized acquisition costs .....................................         (133,374)               --
Net proceeds from sale of Block Buying Group ...................................        4,286,060                --
                                                                                     ------------      ------------
          Net cash provided by (used in) investing activities ..................        3,059,395           (31,409)

FINANCING ACTIVITIES
Payments on long-term debt and capital lease obligations .......................       (8,663,623)       (1,624,494)
Proceeds from credit facility ..................................................        4,944,686         2,333,085
Payments on credit facility ...................................................
Payments for financing fees ....................................................         (592,764)               --
Proceeds from sale of stock to Directors .......................................        1,062,848                --
Exercise of stock options ......................................................           95,272                --
Proceeds from sale of stock to minority interest ...............................          346,424                --
                                                                                     ------------      ------------
          Net cash provided by (used in) financing activities ..................       (2,807,157)          708,591
                                                                                     ------------      ------------

DISCONTINUED OPERATIONS
   Operating activities ........................................................        5,723,224           630,970
   Investing activities ........................................................       (3,585,804)        4,121,274
   Financing activities ........................................................         (222,975)               --
                                                                                     ------------      ------------

Cash provided by discontinued operations .......................................        1,914,445         4,752,244
                                                                                     ------------      ------------
Increase (decrease) in cash and cash equivalents ...............................         (260,025)            4,587
Cash and cash equivalents at beginning of period ...............................        1,514,670         5,032,399
                                                                                     ------------      ------------
Cash and cash equivalents at end of period .....................................     $  1,254,645      $  5,036,986
                                                                                     ============      ============
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.


                                       4
<PAGE>   5

                    VISION TWENTY-ONE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                  JUNE 30, 2000

1.       BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
information set forth therein have been included. The accompanying condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and footnotes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.

         Operating results for the three-month and six-month periods ended June
30, 2000 are not necessarily an indication of the results that may be expected
for the year ending December 31, 2000.

RECLASSIFICATION OF FINANCIAL STATEMENTS

         During the fourth quarter of 1999, the Company announced its adoption
of a plan to exit from its physician practice management ("PPM") business.
Effective August 31, 1999, the Company consummated the sale of the retail
optical chain segment of its operations. Prior period condensed consolidated
financial statements have been restated to show these divisions as discontinued
operations.

2.       LOSS PER SHARE

         The following table sets forth the computation of basic and diluted
loss per share for loss from continuing operations:

<TABLE>
<CAPTION>

                                                      THREE MONTHS ENDED JUNE 30,     SIX MONTHS ENDED JUNE 30,
                                                         1999            2000            1999            2000
                                                     ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>
  Numerator for basic and diluted loss per
   share-loss available to common
   stockholders ..................................   $ (5,468,640)   $ (5,173,505)   $ (7,849,788)   $ (8,780,726)
  Denominator for basic and diluted loss per
   share - Weighted average shares ...............     15,122,566      13,925,208      15,071,244      13,982,386
                                                     ------------    ------------    ------------    ------------

Basic and diluted loss per common share ..........   $      (0.36)   $      (0.37)   $      (0.52)   $      (0.63)
                                                     ============    ============    ============    ============
</TABLE>

         There were no dilutive securities included in the computations of loss
per share in the three-month and six-month periods ended June 30, 2000 and 1999
because the Company incurred a loss from continuing operations in those periods.

3.       RESTRUCTURING PLAN

         During the fourth quarter of 1998, management of the Company committed
to and commenced the implementation of a restructuring plan (the "Restructuring
Plan") that was designed to facilitate the transformation of the Company into an
integrated eye care company. The Restructuring Plan initiatives, which were
composed of a number of specific projects, were expected to position the Company
to take full operational and economic advantage of recent acquisitions. The
Restructuring Plan was to enable the Company to complete the consolidation and
deployment of necessary infrastructure for the future, optimize and integrate
certain assets and exit certain markets. The Restructuring Plan initiatives
resulted in the elimination of over 100 positions throughout the Company and


                                       5
<PAGE>   6

were completed during 1999. The planned initiatives to be undertaken as part of
the Restructuring Plan included the integration of managed care service centers
and business lines, the consolidation of retail optical back office functions
and the consolidation of certain corporate functions. The Restructuring Plan
resulted in a restructuring charge of approximately $2,796,000 for the year
ended December 31, 1998. The restructuring charge was composed of severance
costs of approximately $1,914,000 and facility and lease termination costs of
approximately $882,000.

         The accrued restructuring charge of approximately $663,000 at December
31, 1999 was reduced by $72,000 to $591,000 at June 30, 2000. The reduction was
related entirely to severance payments. For the six months ended June 30, 1999,
the Company utilized approximately $500,000 of this charge, related to severance
payments. The Restructuring Plan reserve was approximately $2,300,000 at June
30, 1999.

4.       DISCONTINUED OPERATIONS

         Effective August 31, 1999, the Company completed the sale of Vision
World, EyeCare One Corp. and The Eye DRx (the "Retail Optical Chains") to Eye
Care Centers of America, Inc. ("ECCA"). ECCA is based in San Antonio, Texas and
operates a national chain of full-service retail optical stores. In connection
with this transaction, the Company received approximately $37,300,000 in cash.
Of the proceeds received by the Company at closing, approximately $30,800,000
was applied as a permanent pay down of its term debt credit facility,
approximately $2,800,000 was paid down under its ongoing $7,500,000 revolving
credit facility, approximately $2,400,000 was used for costs and other
obligations related to the transaction and approximately $1,250,000 was utilized
to fund an escrow arrangement between the parties relative to terms under the
agreement. Based on post-closing adjustments, the final sales price was
approximately $31,800,000, and the Company has recorded a liability of
approximately $4,032,000 to ECCA, net of escrow, with respect to such
post-closing adjustments. In addition, Vision Twenty-One has indemnified one of
its former managed professional associations for certain partnership
obligations. Accordingly, a charge of $200,000 was recorded to loss on disposal
of discontinued operations in 1999. A net loss of approximately $3,250,000 was
incurred on the transaction for the year ended December 31, 1999.

         On October 25, 1999, the Company announced its intent to exit the
business of managing optometry and ophthalmology practices. The details of the
plan were finalized in December 1999. This represented a crucial step in the
Company's strategy of redirecting its corporate resources towards the
development of refractive and ambulatory surgery center initiatives in these
same markets. The Company expects the majority of the affected physicians to
continue to be part of the Vision Twenty-One national eye care delivery network
and/or participate in its refractive and ambulatory surgery center initiatives.
The exit of the physician practice management ("PPM") business is being
accomplished through the sale of the practice assets back to the physicians or
their affiliates, the termination of Management Agreements and the restructuring
of certain refractive surgery center facility access agreements. The terms of
each managed practice divestiture are subject to the prior approval of the banks
under the Company's credit facilities as well as the Audit Committee of the
Company's Board of Directors. Accordingly, in 1999, the Company recorded a loss
of $58,700,000, which is net of an income tax benefit of $1,100,000, related to
the expected sale of practice assets. As of June 30, 2000, the Company had sold
the assets of 19 practices and received consideration of approximately
$5,800,000, in the form of cash, and 1,612,342 shares of the Company's common
stock valued at approximately $3,775,000. The Company has reached tentative
agreements with all of the remaining practices for an aggregate consideration of
approximately $2,800,000 and expects to complete its exit of the PPM business in
the third quarter.

         As a result of the changes occurring in the Company's business,
including, but not limited to the divestiture of large business units, the shift
in operating focus, changes in the Company's managed care business, the
Company's exiting of the PPM business and issues related to the Company's
accessibility to future working capital, the overall results should not
necessarily be relied upon as being indicative of future operating performance.


                                       6
<PAGE>   7

The operating results of these discontinued operations are summarized as
follows:

<TABLE>
<CAPTION>

                                           THREE MONTHS ENDED JUNE 30,    SIX MONTHS ENDED JUNE 30,
                                               1999           2000           1999           2000
                                           ------------   ------------   ------------   ------------
<S>                                        <C>            <C>            <C>            <C>
Revenues ...............................   $ 37,464,437             --   $ 74,525,263             --
Operating expenses .....................     36,287,018             --     70,950,519             --
                                           ------------   ------------   ------------   ------------

Income from discontinued operations ....      1,177,419             --      3,574,744             --

Income on disposal .....................             --        189,448             --        182,296
                                           ------------   ------------   ------------   ------------

Total income of discontinued
  operations ...........................   $  1,177,419   $    189,448   $  3,574,744   $    182,296
                                           ============   ============   ============   ============
</TABLE>

         The operating expenses of the discontinued operations for the three
months and six months ended June 30, 1999 include an allocation of interest
expense and amortization expense of intangible assets of approximately
$1,200,000 and $2,400,000, respectively. The interest expense allocated to
discontinued operations was based on the net assets attributed to the operations
of the Retail Optical Chains in accordance with the guidance in EITF 87-24,
Allocation of Interest to Discontinued Operations.

         The assets and liabilities of the discontinued operations primarily
include cash, patient accounts receivable, fixed assets, accounts payable and
accrued liabilities.

5.       SEGMENT REPORTING

         The Company identifies reportable segments based on management
responsibility for the strategic business units that offer different products
and services. The segments are managed separately based on the fundamental
differences in their operations. The Company's operations have been classified
into three segments: refractive and ambulatory surgery centers, managed care and
buying group. The refractive and ambulatory surgery centers segment includes all
activity related to refractive surgery centers and ambulatory surgery centers.
The managed care segment consists primarily of the activities of the Florida,
Maryland, Arizona and Wisconsin service centers. The buying group segment
includes the operations of the buying group division which was sold effective
April 30, 1999.

          The corporate category includes general and administrative expenses
associated with the operations of the Company's corporate and regional offices
and expenses not allocated to reportable segments, including the Company's
restructuring and other charges (credits).

         The accounting policies of the reportable segments are the same as
those described in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999. The Company evaluates the performance of its operating
segments based on income before taxes, depreciation and amortization, accounting
changes, unusual items and interest expense. Summarized financial information
concerning the Company's reportable segments is shown in the following table:


                                       7
<PAGE>   8

<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                     JUNE 30,                       JUNE 30,
                                                              1999            2000            1999            2000
                                                          ------------    ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>             <C>
Revenues:
     Refractive and ambulatory surgery centers            $  2,916,524    $  3,774,705    $  5,482,505    $  8,161,722
     Managed care                                           14,024,769      13,363,076      28,209,681      26,848,856
     Buying group                                            4,376,712              --      19,154,456              --
                                                          ------------    ------------    ------------    ------------
        Total segments                                      21,318,005      17,137,781      52,846,642      35,010,578


     Corporate                                                      --              --              --              --
                                                          ------------    ------------    ------------    ------------

Total revenues                                            $ 21,318,005    $ 17,137,781    $ 52,846,642    $ 35,010,578
                                                          ============    ============    ============    ============
Segment Profit (Loss):
     Refractive and ambulatory surgery centers            $    256,324    $    265,534    $    575,180    $    862,375
     Managed care (a)                                          791,220       1,440,533       2,825,861       2,998,420
     Buying group (b)                                          180,960              --         896,493              --
                                                          ------------    ------------    ------------    ------------
        Total segments                                       1,228,504       1,706,067       4,297,534       3,860,795

     Corporate                                              (4,231,555)     (4,267,419)     (7,480,237)     (7,375,809)
                                                          ------------    ------------    ------------    ------------

Total loss                                                $ (3,003,051)   $ (2,561,352)   $ (3,182,703)   $ (3,515,014)
                                                          ============    ============    ============    ============
</TABLE>


(a)      The 1999 managed care segment profit includes general and
         administrative expenses related to the Buying Group that the Company is
         unable to separately identify from the general and administrative
         expenses of Block Vision.

(b)      The 1999 Buying Group profit represents the gross profit from the sale
         of optical products.

6.       MERGER AGREEMENT

         On February 10, 2000, the Company entered into an Agreement and Plan of
Merger and Reorganization ("Merger Agreement") with OptiCare Health Systems,
Inc. and OC Acquisition Corp. The merger was to combine the companies'
refractive surgery, ambulatory surgery and managed care businesses. The
transaction was subject to certain closing conditions, including, but not
limited to, regulatory approvals, the approval of the shareholders of both
OptiCare and the Company, the restructuring of certain debt obligations of
OptiCare and the Company and the raising by OptiCare of not less than
$30,000,000 of equity or mezzanine capital. As previously reported, the
Company's proposed merger with OptiCare Health Systems, Inc. and OC Acquisition
Corp. will not occur.

7.       LITIGATION

         During the quarter for which this report is filed, there have been no
material developments to previously reported legal proceedings except for the
dismissal of the Block Group litigation which sought to enjoin the OptiCare
transaction. Except as previously reported, the Company is not a party to any
material litigation and is not aware of any threatened material litigation.

         Management of the Company is unable to determine the impact, if any,
that the resolution of the previously disclosed pending lawsuits will have on
the financial position or results of operations of the Company. However, there
can be no assurance that the resolution of the previously disclosed pending
lawsuits will not have a material adverse effect on the Company and further
contribute to its negative financial operations.


                                       8
<PAGE>   9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

GENERAL OVERVIEW

         Since its inception, Vision Twenty-One has sought to develop and manage
local area eye care delivery systems ("LADS(SM)"). LADS involved contractual
affiliations with local optometrists and ophthalmologists (the "Affiliated
Providers") to provide primarily vision care and refractive surgery at
independent or company-owned clinics and surgery centers. Additionally, Vision
Twenty-One developed retail distribution channels for its LADS through
affiliating with retail optical chains and developed managed care distribution
channels for its LADS through contracting with local health plans and other
third party payors.

         Vision Twenty-One's LADS operating revenue was primarily derived from a
wide range of service fees earned through strategic affiliations with eye care
clinics and retail optical locations and through ownership interests in
refractive surgery centers ("RSCs"), ambulatory surgery centers ("ASCs") and
retail optical chains. LADS also included the management of practices of
optometry and ophthalmology ("PPM"). The PPM business involved the Company
entering into long-term management agreements ("Management Agreements") with
professional associations or corporations pursuant to which the Company was the
sole provider of comprehensive management, business and administrative services
for the non-professional aspects of the professional practices. The PPM segment
represented a substantial portion of the Company's business in 1999.

         Vision Twenty-One also generated significant revenue from its buying
group division that provided benefits to its Affiliated Providers through the
consolidation and management of purchases of optical goods. In addition, the
Company generated significant revenue from its managed care division by entering
into capitated managed care contracts with third-party insurers and payors and
by administering indemnity fee-for-service plans.

         During 1999, the Company began implementing a plan of divesting itself
of the PPM, retail optical chains and buying group businesses in order to focus
on expanding its refractive surgery center, ambulatory surgery center and
managed care businesses. The sales of the buying group division and retail
optical chains were completed in two individual transactions. The PPM
divestiture has required multiple transactions involving the sales of practice
assets, typically back to the doctors or their affiliates, and the termination
of Management Agreements. As of June 30, 2000, all but two ophthalmology and
also certain corporate optometry locations had been transferred pursuant to the
PPM divestiture plan. Since June 30, 2000, the Company has reached tentative
agreements related to the divestiture of substantially all of the remaining PPM
business.

         As previously reported, the Company's proposed merger with OptiCare
Health Systems, Inc. and OC Acquisition Corp. will not occur. The Company's
current plan is to continue its managed care, ASC and RSC businesses. The plan
is contingent upon the Company achieving a restructuring of its credit facility
with its banks and settling its claims and antecedent debts with its creditors
in a manner that permits the Company to operate its business and to satisfy its
restructured debt and other obligations. The Company may divest itself of
additional assets in order to reduce debt and generate liquidity.

DISPOSITION OF BUSINESSES

         The Company has concentrated on developing its LADs since late 1997.
Over the past year, the Company has been analyzing certain business units within
such LADs and assessing the long-term strategic value of each existing
component. Effective August 31, 1999, the Company completed the sale of Vision
World, Stein Optical (a trade name of EyeCare One Corp.), and The Eye DRx (the
"Retail Optical Chains") to Eye Care Centers of America, Inc. ("ECCA"). ECCA is
based in San Antonio, Texas and operates a national chain of full-service retail
optical stores. In connection with this transaction, the Company received
approximately $37.3 million in cash. Of the proceeds received by the Company at
closing, approximately $30.8 million was applied as a permanent pay down of its
term debt credit facility, approximately $2.8 million was paid down under its
ongoing $7.5 million revolving credit facility, approximately $2.4 million was
used for costs and other obligations related to the transaction and
approximately $1.3 million was utilized to fund an escrow arrangement between
the parties relative to terms under the agreement. Based on post-closing
adjustments, the final sales price was approximately $31.8 million, and the
Company has recorded a liability of approximately $4.0 million to ECCA, net of
escrow, with respect to such post-


                                       9
<PAGE>   10

closing adjustments. Under the sale agreement, Vision Twenty-One indemnified one
of its former Managed Professional Associations for certain partnership
obligations. Accordingly, a charge of $0.2 million was recorded to loss on
disposal of discontinued operations in 1999. A net loss of approximately $3.2
million was recorded on the transaction. The Company is currently in discussions
with ECCA regarding a comprehensive resolution of all pending matters between
the parties. While there can be no assurance that a comprehensive agreement will
be reached, the Company is hopeful that a resolution can be reached which will
support the Company's efforts to continue its business with restructured
obligations to ECCA that are acceptable to the Company.

         On June 4, 1999, the Company completed the sale of its buying group
division (effective April 30, 1999). Net proceeds of $4.3 million received by
the Company were primarily used to repay outstanding borrowings under the
Company's credit facilities.

EXIT FROM PHYSICIAN PRACTICE MANAGEMENT BUSINESS

         On October 25, 1999, the Company announced its intent to exit the
business of managing optometry and ophthalmology practices. The details of the
plan were finalized in December 1999. This represented a crucial step in the
Company's strategy of redirecting its corporate resources towards the
development of refractive surgery and ambulatory surgery center initiatives in
these same markets. The Company expects the majority of the affected physicians
to continue to be part of the Vision Twenty-One national eye care delivery
network and/or participate in its refractive and ambulatory surgery center
initiatives. The exit of the physician practice management ("PPM") business is
expected to be accomplished through the sale of the practice assets back to the
physicians or their affiliates, the termination of Management agreements and the
restructuring of certain refractive surgery center facility access agreements.
The terms of each managed practice divestiture are subject to the prior approval
of the banks under the Company's credit facilities as well as the Audit
Committee of the Company's Board of Directors. Accordingly, in 1999, the Company
recorded a loss of $58.7 million, which is net of an income tax benefit of $1.1
million, related to the expected sale of practice assets. As of June 30, 2000,
the Company had sold the assets related to 19 ophthalmology practices and
received consideration of approximately $9.5 million. Based upon tentative
agreements, the Company believes it will divest itself of the assets of the two
remaining ophthalmology practices as well as the corporate optometry practices
during the third quarter for an aggregate consideration of approximately $2.8
million.

         As a result of the changes occurring in the Company's business,
including, but not limited to, the divestiture of large business units, the
shift in operating focus, changes in the Company's managed care business, the
Company's exiting of the PPM business and issues related to the Company's
accessibility to future working capital, the overall results should not
necessarily be relied upon as being indicative of future operating performance.

MOVE FROM NASDAQ NATIONAL MARKET SYSTEM TO THE NASD'S OTC - BULLETIN BOARD
SYSTEM

         On June 19, 2000 the trading of the Company's Common Stock moved to the
NASD's OTC - Bulletin Board System from the Nasdaq National Market System.

ADDITIONAL OVERVIEW

         Managed care revenues are derived principally from fixed premium
payments received pursuant to its managed care contracts on a capitated or
risk-sharing basis. The Company also receives fees for the provision of certain
financial and administrative services related to its indemnity fee-for-service
plans. Pursuant to its capitated managed care contracts, the Company receives a
fixed premium payment per-member-per-month for a predetermined benefit level of
eye care services as negotiated between the Company and the payor. Profitability
of the Company's capitated managed care contracts is directly related to the
specific terms negotiated, utilization of eye care services by member patients
and the effectiveness of administering the contracts. The Company receives a
percentage of collected medical billings for administering indemnity
fee-for-service plans for its Affiliated Providers. Although the terms and
conditions of the Company's managed care contracts vary considerably, they
typically have a one-year term.


                                       10
<PAGE>   11

         The Company manages risk of capitated managed care contracts by
monitoring utilization of each Affiliated Provider and comparing their
utilization to national averages, expected utilization at the time the contract
was bid, utilization of other providers and historical utilization of the
Affiliated Provider. Abnormal utilization of an Affiliated Provider results in a
medical chart review by the Company and further counseling on appropriate
clinical protocols. To further manage the risk of capitated managed care
contracts, the Company, in certain instances, enters into agreements to pay
Affiliated Providers a fixed per-member-per-month fee for eye care services
rendered or a pro rata share of managed care capitated payments received (as
determined by the number of eye care procedures performed relative to other
Affiliated Providers). The Company targets these payments at a range of 75% to
85% of total payments received pursuant to the Company's capitated managed care
contracts.

         As part of its PPM business, Vision Twenty-One entered into Management
Agreements with professional associations or corporations (the "Managed
Professional Associations") pursuant to which Vision Twenty-One was the sole
provider of comprehensive management, business and administrative services for
the non-professional aspects of the professional practices. Each managed
provider maintained full authority, control and responsibility over the
provision of professional care and services to its patients. Vision Twenty-One
did not provide professional care to patients nor did Vision Twenty-One employ
any of the ophthalmologists or optometrists, or any other professional health
care provider personnel, of the Managed Professional Association. The initial
term of the Management Agreement was typically 40 years. Under the majority of
Vision Twenty-One's Management Agreements, the management fees ranged from 20%
to 37% of the Managed Professional Associations' net revenues after deducting
from such revenues all expenses of the clinics other than those related to
shareholders of the Managed Professional Associations. This type of arrangement
was usually utilized in management relationships with ophthalmology practices.
Additionally, Vision Twenty-One had Management Agreements with management fees
ranging from 50% to 87% of net practice revenues where Vision Twenty-One was
required to pay generally all the expenses of the clinics with the exception of
professional salaries and benefits. Such arrangements were typically utilized in
management relationships with optometrists. The management fees earned by Vision
Twenty-One pursuant to these Management Agreements fluctuated depending on the
level of revenues and expenses of the Managed Professional Associations. The
Managed Professional Associations derive their revenues from professional fees
as well as fees received for the use of ASCs, RSCs and sales of optical goods.
The Managed Professional Associations receive payments from a combination of
sources including capitation payments from managed care companies and government
funded reimbursements (Medicare and Medicaid). As described above only a small
portion of the Company's previous practice management business remained as of
June 30, 2000 with the remaining portion expected to be divested on or before
August 31, 2000.

1999 RESTRUCTURING PLAN

         The accrued restructuring charge of $0.7 million at December 31, 1999
was reduced by $0.1 million to $0.6 million at June 30, 2000. The reduction was
related entirely to severance payments. For the six months ended June 30, 1999,
the Company utilized approximately $0.5 million of this charge, related to
severance payments. The reserve for the Restructuring Plan was $2.3 million at
June 30, 1999.


                                       11
<PAGE>   12

RESULTS OF OPERATIONS

         The following table sets forth, as a percentage of total revenues,
certain items in the Company's statement of operations for the periods
indicated. As a result of the 1999 divestitures and the ongoing exiting of the
PPM business, the Company does not believe that the historical percentage
relationships for the three months and six months ended June 30, 1999 and 2000
reflect the Company's expected future operations.

<TABLE>
<CAPTION>

                                                                       THREE MONTHS ENDED         SIX MONTHS ENDED
                                                                             JUNE 30,                 JUNE 30,
                                                                       1999         2000         1999         2000
                                                                       ----         ----         ----         ----
         <S>                                                          <C>          <C>          <C>          <C>
         Revenues:
           Refractive and ambulatory surgery centers, net ......       13.7%        22.0%        10.4%        23.3%
           Managed care ........................................       65.8         78.0         53.4         76.7
           Buying group ........................................       20.5          0.0         36.2          0.0
                                                                      -----        -----        -----        -----

                  Total revenues ...............................      100.0        100.0        100.0        100.0
                                                                      =====        =====        =====        =====

         Operating expenses:
           Refractive and ambulatory surgery centers ...........       12.5         20.5          9.3         20.8
           Medical claims ......................................       48.5         57.1         39.2         55.8
           Cost of buying group sales ..........................       19.7          0.0         34.5          0.0
           General and administrative ..........................       33.4         37.4         23.0         33.4
           Depreciation and amortization .......................        4.4          4.5          3.2          4.4
           Start-up and software development ...................        3.2          0.0          1.3          0.0
                                                                      -----        -----        -----        -----

                  Total operating expenses .....................      121.7        119.5        110.5        114.4
                                                                      =====        =====        =====        =====

         Loss from operations ..................................      (21.7)       (19.5)       (10.5)       (14.4)

         Interest expense ......................................        6.4         10.4          5.3         10.4
         (Gain) loss on sale of assets .........................       (2.5)         0.1         (1.0)         0.1
                                                                      =====        =====        =====        =====

         Loss from continuing operations before minority
           interest ............................................      (25.6)       (30.0)       (14.8)       (24.9)

         Minority interest .....................................        0.0         (0.2)         0.0         (0.2)
                                                                      -----        -----        -----        -----

         Loss from continuing operations .......................      (25.6)       (30.2)       (14.8)       (25.1)

         Discontinued operations:
                 Income from discontinued operations ...........        5.5          0.0          6.8          0.0
                 Income on disposal of discontinued
                           operations ..........................        0.0          1.1          0.0          0.5
                                                                      -----        -----        -----        -----

         Loss before extraordinary item ........................      (20.1)       (29.1)        (8.0)       (24.6)
                  Extraordinary item ...........................        0.0         (2.0)         0.0         (3.9)
                                                                      -----        -----        -----        -----

         Net loss ..............................................      (20.1)%      (31.1)%       (8.0)%      (28.5)%
                                                                      =====        =====        =====        =====

         Medical claims ratio ..................................       73.8%        73.2%        73.4%        72.7%
                                                                      =====        =====        =====        =====
</TABLE>


                                       12

<PAGE>   13

THREE-MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO THREE-MONTH PERIOD ENDED JUNE
30, 1999

Revenues.

         Revenues decreased 19.6% from $21.3 million for the three months ended
June 30, 1999 to $17.1 million for the three months ended June 30, 2000. This
decrease was primarily due to the Company's sale of the buying group division,
offset by an increase in refractive and ambulatory surgery center net revenues
attributable to growth in the number of refractive surgery centers and laser
vision correction procedures performed. Managed care revenues on a comparable
basis decreased 4.7% from 1999 revenues due primarily to the termination of a
large, unprofitable contract.

Refractive and ambulatory surgery center operating expenses.

         Refractive and ambulatory surgery center operating expenses increased
39.1% from $2.7 million for the three months ended June 30, 1999 to $3.5 million
for the three months ended June 30, 2000. The increase is due, in large part, to
the costs associated with operating new refractive centers as well as a
provision for uncollectible accounts of $0.2 million associated with one of the
Company's ambulatory surgery centers.

Medical Claims.

         Medical claims expense decreased 5.5% from $10.3 million for the three
months ended June 30, 1999 to $9.8 million for the three months ended June 30,
2000. The Company's medical claims ratio decreased from 73.8% for the three
months ended June 30, 1999 to 73.2% for the three months ended June 30, 2000.
Medical claims expense consists of payments by the Company to its Affiliated
Providers for vision care wellness services, medical and surgical eye care
services and facility services. These payments are based on fixed payments
received (as determined by the number of eye care procedures performed relative
to other Affiliated Providers) or negotiated fee-for-service schedules.

Cost of Buying Group Sales.

         The cost of buying group sales consists of the costs of various optical
products that are shipped directly to the providers of eye care services. The
Company completed the sale of the buying group division during the second
quarter of 1999.

General and Administrative.

         General and administrative expenses decreased 10.0% from $7.1 million
for the three months ended June 30, 1999 to $6.4 million for the three months
ended June 30, 2000. General and administrative expenses consist mainly of
salaries, wages and benefits related to management and administrative staff
located at the Company's corporate headquarters and its managed care service
centers as well as professional fees, advertising, building and occupancy costs,
operating lease expenses and other costs related to the maintenance of a
headquarters operation. Although expenses declined in dollar terms, expenses as
a percentage of revenue increased from 33.4% for the three months ended June 30,
1999 to 37.4% for the three months ended June 30, 2000. The increased percentage
is due to the lower revenue associated with the continuing businesses coupled
with significant costs associated with accounting, legal and consulting
professionals offset by reductions in headcount and related expenses. Management
has been aggressively reducing staff and related overhead expenses in an effort
to bring overall general and administrative expenses in line with the current
run rate of the continuing business. Professional fees are expected to remain
high in the third quarter of 2000 as a result of: 1) the requirements of the PPM
divestiture effort, 2) activities required to resolve various claims and other
antecedent debt and 3) ongoing negotiations with the Company's lenders.

Depreciation and Amortization.

         Depreciation and amortization expense decreased from $945,000 for the
three months ended June 30, 1999 to $774,000 for the three months ended June 30,
2000 due to the reduction in intangible assets resulting primarily from


                                       13
<PAGE>   14

the discontinuation of the PPM business. As a percentage of revenues,
depreciation and amortization expense remained relatively constant at 4.4% for
the three months ended June 30, 1999 and 4.5% for the three months ended June
30, 2000.

Interest Expense.

         Interest expense increased 30.4% from $1.4 million for the three months
ended June 30, 1999 to $1.8 million for the three months ended June 30, 2000. In
the second quarter of 1999, approximately $0.4 million of interest expense was
allocated to discontinued operations versus none in the second quarter of 2000.
Although average borrowings were approximately $20.5 million lower in the second
quarter of 2000 versus the same period in 1999, the average interest rate on the
Company's borrowings rose significantly in the second quarter of 2000 due to a
general increase in interest rates as well as higher spreads required by its
lenders.

Extraordinary Item.

         The extraordinary item of approximately $0.3 million represents costs
incurred by the Company in connection with the proposed merger with OptiCare
Health Systems, Inc.

SIX-MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO SIX-MONTH PERIOD ENDED JUNE 30,
1999

Revenues.

         Revenues decreased 33.8% from $52.8 million for the six months ended
June 30, 1999 to $35.0 million for the six months ended June 30, 2000. This
decrease was primarily due to the Company's sale of the buying group division,
offset by an increase in refractive and ambulatory surgery center net revenues
attributable to growth in the number of refractive surgery centers and laser
vision correction procedures performed. Managed care revenues on a comparable
basis decreased 4.8% from 1999 revenues due primarily to the termination of a
large, unprofitable contract.

Refractive and ambulatory surgery center operating expenses.

         Refractive and ambulatory surgery center operating expenses increased
48.7% from $4.9 million for the six months ended June 30, 1999 to $7.3 million
for the six months ended June 30, 2000. The increase is due, in large part, to
the costs associated with operating new refractive centers as well as a
provision for uncollectible accounts of $0.2 million associated with one of the
Company's ambulatory surgery centers.

Medical Claims.

         Medical claims expense decreased 5.8% from $20.7 million for the six
months ended June 30, 1999 to $19.5 million for the six months ended June 30,
2000. The Company's medical claims ratio decreased from 73.4% for the six months
ended June 30, 1999 to 72.7% for the six months ended June 30, 2000. Medical
claims expense consists of payments by the Company to its Affiliated Providers
for vision care wellness services, medical and surgical eye care services and
facility services. These payments are based on fixed payments received (as
determined by the number of eye care procedures performed relative to other
Affiliated Providers) or negotiated fee-for-service schedules.

Cost of Buying Group Sales.

         The cost of buying group sales consists of the costs of various optical
products that are shipped directly to the providers of eye care services. The
Company completed the sale of the buying group division during the second
quarter of 1999.

General and Administrative.

         General and administrative expenses decreased 3.6% from $12.1 million
for the six months ended June 30,1999 to $11.7 million for the six months ended
June 30, 2000. General and administrative expenses consist


                                       14
<PAGE>   15

mainly of salaries, wages and benefits related to management and administrative
staff located at the Company's corporate headquarters and its managed care
service centers as well as professional fees, advertising, building and
occupancy costs, operating lease expenses and other costs related to the
maintenance of a headquarters operation. Although expenses declined in dollar
term, expenses as a percentage of revenue increased dramatically from 23.0% for
the six months ended June 30, 1999 to 33.4% for the six months ended June 30,
2000. The increased percentage is due to lower revenue of the continuing
businesses coupled with significant costs associated with accounting, legal and
consulting professionals offset by reductions in headcount and related expenses.
Management has been aggressively reducing staff and related overhead expenses in
an effort to bring overall general and administrative expenses in line with the
current run rate of the continuing business. Professional fees are expected to
remain high in the third quarter of 2000 as a result of: 1) the requirements of
the PPM divestiture effort, 2) activities required to resolve various claims and
other antecedent debt and 3) ongoing negotiations with the Company's lenders.

Depreciation and Amortization.

         Depreciation and amortization expense decreased from $1.7 million for
the six months ended June 30, 1999 to $1.5 million for the six months ended June
30, 2000 due to the reduction in intangible assets resulting primarily from the
discontinuation of the PPM business. As a percentage of revenues, depreciation
and amortization expense increased from 3.2% for the six months ended June 30,
1999 to 4.4% for the six months ended June 30, 2000 due to the reduction of
revenues resulting from the sale of the Company's buying group division.

Interest Expense.

         Interest expense increased 28.9% from $2.8 million for the six months
ended June 30, 1999 to $3.6 million for the six months ended June 30, 2000. In
the first half of 1999, approximately $0.8 million of interest expense was
allocated to discontinued operations versus none in the first half of 2000.
Although average borrowings were approximately $22.8 million lower in the first
half of 2000 versus the same period in 1999, the average interest rate on the
Company's borrowings rose significantly in the first half of 2000 due to a
general increase in interest rates as well as higher spreads required by its
lenders.

Extraordinary Item.

         The extraordinary item of approximately $1.4 million represents costs
incurred by the Company in connection with the proposed merger with OptiCare
Health Systems, Inc.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has historically funded its working capital and capital
expenditure requirements primarily through institutional borrowings and private
debt and equity financing. Net cash used in operating activities for the six
months ended June 30, 2000 was $5.4 million as compared to net cash used in
operating activities of $2.4 million for the six months ended June 30, 1999. Of
the $3.0 million negative swing in cash flow from operating activities, $1.4
million was attributable to extraordinary spending associated with the proposed
merger with OptiCare. The balance of the negative cash swing was attributable to
increased spending for legal and consulting services.

         Net cash used in investing activities for the six months ended June 30,
2000 was only $31,000 reflecting an absence of resources available for
investing. Net cash provided by investing activities for the six months ended
June 30, 1999 was $3.1 million and resulted from the net proceeds realized from
the sale of the Block Buying Group, net of payments for medical equipment,
office furniture and capitalized acquisition costs.

         Net cash provided by financing activities for the six months ended June
30, 2000 of $0.7 million were primarily attributable to modest increased net
borrowings under the Company's credit facilities. Net cash used by financing
activities for the six months ended June 30, 1999 was $2.8 million resulting
from the application of proceeds from the sale of the Buying Group to the
reduction of the Company's outstanding debt.

         On January 30, 1998, the Company entered into a five-year, $50.0
million credit agreement (the "Credit Agreement") with the Bank of Montreal as
agent (the "Agent") for a consortium of banks (the "Banks"). The Credit
Agreement, which was to mature in January 2003, provided the Company with a
revolving credit facility component


                                       15
<PAGE>   16

in an aggregate amount of up to $10.0 million and a term loan component in an
aggregate amount of up to $40.0 million. Borrowings under the Credit Agreement
were secured by a pledge of the stock of substantially all of the Company's
subsidiaries as well as the assets of the Company and certain of its
subsidiaries. Obligations under the Credit Agreement were guaranteed by certain
of the Company's subsidiaries. The Credit Agreement contained negative and
affirmative covenants and agreements that placed restrictions on the Company
regarding disposition of assets, capital expenditures, additional indebtedness,
permitted liens and payment of dividends, as well as required the maintenance of
certain financial ratios. The interest rate on the Credit Agreement was, at the
option of the Company, either (i) the London InterBank Offered Rate plus an
applicable margin rate, (ii) the greater of (a) the Agent's prime commercial
rate or (b) the "federal funds" rate plus 0.5%, or (iii) a fixed rate loan as
determined by the Agent at each time of borrowing. At the closing of the Credit
Agreement, the Company used approximately $26.9 million of its available
borrowing to repay the outstanding balance under the Company's bridge credit
facility with Prudential Credit and related accrued interest and transaction
costs. As of June 30, 1998, the Company had used approximately $48.3 million of
its available borrowings under the Credit Agreement.

         On July 1, 1998, the Company entered into a restated $100.0 million
credit agreement (the "Restated Credit Agreement") with the Bank of Montreal as
agent for a consortium of banks. The Restated Credit Agreement was used, in
part, for early extinguishment of the Company's outstanding balance of
approximately $48.3 million under its prior Credit Agreement. The remaining
balance under the Restated Credit Agreement was used for working capital,
acquisitions and general corporate purposes. The Restated Credit Agreement
included a seven-year term loan of $70.0 million and a $30.0 million, five-year
revolving and acquisition facility. Other terms and conditions were
substantially the same as the prior Credit Agreement with a slightly higher
margin spread on the seven-year term portion. At December 31, 1998,
approximately $81.6 million was outstanding under the Restated Credit Agreement.

         On February 23, 1999, the Company entered into an amendment to the
Restated Credit Agreement (the "First Amendment"). The First Amendment provided
a $50.0 million term loan maturing in June 2005 with quarterly principal
payments of one percent beginning in June 1999, a $20.0 million term loan
maturing in June 2003 with quarterly principal payments of approximately $1.3
million beginning in September 2000, a $12.5 million term loan which was to be
utilized for acquisitions and capital expenditures maturing in June 2003, and a
$7.5 million revolving credit facility maturing in June 2003. The First
Amendment resulted in a reduction of $10.0 million in the total borrowing
capacity of the Company. The First Amendment also revised certain of the
covenants and included a slightly higher margin spread on the seven-year term
portion. Other terms and conditions were substantially the same as the Restated
Credit Agreement.

         On June 11, 1999, the Company entered into a second amendment to the
Restated Credit Agreement (the "Second Amendment" and together with the Restated
Credit Agreement and the First Amendment, the "Amended and Restated Credit
Agreement"). The Second Amendment principally revised certain financial
covenants in connection with the credit facility which the Company was
previously unable to meet, terminated early the Company's unused portion of its
borrowing capacity relative to the acquisition component of the credit facility
which was scheduled to expire June 30, 1999 and waived the Company's
non-compliance with certain obligations under the Amended and Restated Credit
Agreement through the date thereof.

         On August 30, 1999, the Company entered into a third amendment to the
Amended and Restated Credit Agreement (the "Third Amendment"). The Third
Amendment provided for the consent to the sale of the Company's Retail Optical
Chains to ECCA by the Banks and Agent as parties to the Amended and Restated
Credit Agreement, revised certain covenants and financial ratios and waived the
Company's non-compliance with certain obligations under the Amended and Restated
Credit Agreement through the date thereof. On August 31, 1999, the sale of the
Company's Retail Optical Chains to ECCA was consummated. Of the proceeds
received by the Company, $30.8 million was used to permanently reduce the
Company's term loan borrowings and $2.8 million was used to reduce the
outstanding balance under the Company's $7.5 million revolving credit facility.

         On November 12, 1999, the Company entered into a fourth amendment to
the Amended and Restated Credit Agreement (the "Fourth Amendment"). Pursuant to
the Fourth Amendment, a bridge loan facility of $3.0 million was made available
to the Company that was to mature on November 26, 1999. Waivers were extended on
a short-term basis regarding certain of the Company's violations of loan
covenants and repayment obligations.


                                       16
<PAGE>   17

         On November 24, 1999, the Company entered into a fifth amendment to the
Amended and Restated Credit Agreement (the "Fifth Amendment"). Pursuant to the
Fifth Amendment, the repayment date for the bridge facility was extended, and
waivers with respect to violations of certain covenants including payment of
certain interest and principal amounts currently due were granted until December
10, 1999.

         On December 3, 1999, the Company entered into a sixth amendment to the
Amended and Restated Credit Agreement (the "Sixth Amendment"). Pursuant to the
Sixth Amendment, availability under the bridge loan facility was increased from
an aggregate of $3.0 million to an aggregate of $4.4 million, the repayment date
of the bridge loan facility was extended, and waivers for violations of certain
covenants and principal and interest payments due were granted until January 31,
2000.

         On December 10, 1999, the Company entered into a seventh amendment to
the Amended and Restated Credit Agreement (the "Seventh Amendment"). Pursuant to
the Seventh Amendment, availability under the bridge loan facility was increased
to an aggregate of $9.4 million, the repayment date of the bridge loan facility
was extended until March 31, 2000 and waivers regarding violations of certain
covenants and payment obligations currently due were granted until December 31,
1999. Pursuant to the Seventh Amendment, the Company agreed to provide the Banks
with a weekly operating budget and to obtain approval from the Banks for all
significant cash expenditures.

         On December 29, 1999, the parties to the Amended and Restated Credit
Agreement executed a waiver letter (the "December Waiver"). The December Waiver
extended the waivers provided by the Seventh Amendment regarding violations of
certain covenants and payment obligations currently due until February 29, 2000
while the Company explored the possibility of the sale of the entire business or
a substantial portion of its assets. The December Waiver granted the Company the
ability to use a portion of the proceeds from the sale of the physician practice
management businesses to meet its "reasonable and necessary" operating expenses
until the sale of the Company was consummated.

         On February 29, 2000, the parties to the Amended and Restated Credit
Agreement executed a waiver letter (the "February Waiver"). The February Waiver
related to the Company's announcement that it had entered into a definitive
merger agreement with OptiCare and extended the waivers provided by the Seventh
Amendment until the earlier of March 24, 2000 or the termination of the merger
agreement with OptiCare pursuant to its terms.

         On March 24, 2000, the parties to the Amended and Restated Credit
Agreement executed a waiver letter (the "March Waiver"). The March Waiver
extended (i) the waivers provided by the Seventh Amendment and the December and
February Waivers and (ii) the bridge facility due date, until the earlier of
April 14, 2000 or the termination of the merger agreement with OptiCare pursuant
to its terms.

         On April 14, 2000, the parties to the Amended and Restated Credit
Agreement executed a waiver letter (the "April Waiver"). The April Waiver
extended (i) the waiver provided by the Seventh Amendment and the December,
February and March Waivers and (ii) the bridge facility due date until the
earlier of May 5, 2000 or the termination of the merger agreement with OptiCare
pursuant to its terms.

         On May 5, 2000, the parties to the Amended and Restated Credit
Agreement executed a waiver letter (the "May Waiver"). The May Waiver extended
(i) the waiver provided by the Seventh Amendment and the December, February,
March and April Waivers and (ii) the bridge facility due date until the earlier
of May 19, 2000 or the termination of the merger agreement with OptiCare
pursuant to its terms.

         On May 19, 2000, the parties to the Amended and Restated Credit
Agreement executed a waiver letter (the "May 19th Waiver"). The May 19th Waiver
extended (i) the waiver provided by the Seventh Amendment and the December,
February, March, April and May Waivers and (ii) the bridge facility due date
until the earlier of June 2, 2000 or the termination of the merger agreement
with OptiCare pursuant to its terms.


         On June 2, 2000, the parties to the Amended and Restated Credit
Agreement executed a waiver letter which extended (i) the waiver provided by the
Seventh Amendment and the previously granted waivers and (ii) the bridge
facility due date, and postponed the due date for certain principal, interest
and commitment fees otherwise due until the earlier of June 9, 2000 or the
termination of the merger agreement with OptiCare pursuant to its terms.


                                       17
<PAGE>   18
         On June 9, 2000, the parties to the Amended and Restated Credit
Agreement executed a waiver letter which extended (i) the waiver provided by the
Seventh Amendment and the previously granted waivers and (ii) the bridge
facility due date, and postponed the due date for certain principal, interest
and commitment fees otherwise due until the earlier of June 16, 2000 or the
termination of the merger agreement with OptiCare pursuant to its terms.

         On June 16, 2000, the parties to the Amended and Restated Credit
Agreement executed a waiver letter which extended (i) the waiver provided by the
Seventh Amendment and the previously granted waivers and (ii) the bridge
facility due date, and postponed the due date for certain principal, interest
and commitment fees otherwise due until the earlier of June 29, 2000 or the
termination of the merger agreement with OptiCare pursuant to its terms.

         On June 29, 2000, the parties to the Amended and Restated Credit
Agreement executed a waiver letter which extended (i) the waiver provided by the
Seventh Amendment and the previously granted waivers and (ii) the bridge
facility due date, and postponed the due date for certain principal, interest
and commitment fees otherwise due until July 21, 2000.

         On July 21, 2000, the parties to the Amended and Restated Credit
Agreement executed a waiver letter which extended (i) the waiver provided by the
Seventh Amendment and the previously granted waivers and (ii) the bridge
facility due date, and postponed the due date for certain principal, interest
and commitment fees otherwise due until August 11, 2000.

         On August 11, 2000, the parties to the Amended and Restated Credit
Agreement executed a waiver letter which extended (i) the waiver provided by the
Seventh Amendment and the previously granted waiver and (ii) the bridge facility
due date, and postponed the due date for certain principal, interest and
commitment fees otherwise due until September 8, 2000.

         In connection with its previous acquisition of American SurgiSite, the
Company had entered into an agreement at the time of closing relative to
contingent consideration. The sellers of that business have made a claim that
they are entitled to a $3.0 million earn out payment from the Company, 50% of
which is payable in cash and 50% is payable in Common Stock, and have threatened
to seek recission of the original transaction. The Company disputes the claim
and is in discussions with those individuals regarding their position and
resolution of the matter.

         The Company believes the effects of inflation have not had a material
adverse impact on its operations or financial condition to date. Substantial
increases in prices in the future, however, could have a material adverse effect
on the Company's results of operations.

         During the fourth quarter of 1999, the Company's liquidity was
adversely impacted by the announced exit from the PPM business as collection of
PPM management fee revenues during the negotiation process declined
significantly. However, during the first half of 2000, the Company began
completing the sale of the practice assets back to physicians or affiliates. The
resulting proceeds provided additional resources to fund operations. As of June
30, 2000, the Company had sold the 19 practices and received proceeds of
approximately $9.5 million. Based upon tentative agreements, the Company
believes it will divest itself of the assets of the two remaining ophthalmology
practices as well as the corporate optometry practices during the third quarter
for an aggregate consideration of approximately $2.8 million.

         Management has been aggressively reducing staff and related overhead
spending, carefully managing business unit operating cash flow and negotiating
for the divestiture of the remaining PPM businesses in an effort to further
improve the Company's liquidity position and restore profitability. The Company
may divest itself of additional assets in order to reduce debt and generate
liquidity.

         The Company has experienced significant losses and is currently
dependent upon the cooperation, approvals and availability of waivers from the
Banks as parties to its credit facility for operating capital. The Company will
need to restructure its bank credit facility, as well as claims and antecedent
debts unrelated to its current business, in order to fund its future operations.
The bank group has indicated that it will be unwilling to provide anything but a
small portion of cash to settle the Company's antecedent debts and claims for
significantly discounted cash amounts. The Company expects that it will need to
use a combination of a small portion of cash and preferred stock to settle
claims and antecedent debts in order for the restructuring efforts to be
successful and


                                       18
<PAGE>   19

permit the Company to continue operations. The Company does not believe that
other sources of capital are available to fund its operations in the event it is
unsuccessful in dealing with its creditors. While there can be no assurances,
the Company is hopeful that upon a successful restructuring, continued sale of
certain assets and integration of remaining business units, the Company can
return to profitability and positive cash flow. However, in the event the
Company's restructuring efforts are not successful, the Company may need to seek
protection under the Federal Bankruptcy Code.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to changes in interest rates primarily as a
result of borrowing activities under its Amended and Restated Credit Agreement,
which is used to maintain liquidity and fund the Company's business operations.
The nature and amount of the Company's debt may vary as a result of future
business requirements, market conditions and other factors. The extent of the
Company's interest rate risk is not quantifiable or predictable because of the
variability of future interest rates and business financing requirements, but
the Company does not believe such risk is material. The Company did not use
derivative instruments to adjust the Company's interest rate risk profile during
the six months ended June 30, 2000.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Form 10-Q and certain information provided periodically in writing
and orally by the Company's designated officers and agents contain certain
statements which constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The terms "Vision Twenty-One," "Company," "we," "our" and
"us" refer to Vision Twenty-One, Inc. The words "expect," "believe," "goal,"
"plan," "intend," "estimate," and similar expressions and variations thereof are
intended to specifically identify forward-looking statements. Those statements
appear in this Form 10-Q, the Form 10-K and the documents incorporated herein by
reference, particularly "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and include statements regarding the
intent, belief or current expectations of the Company, its directors or officers
with respect to, among other things:

                  (i)      our contemplated restructuring of certain outstanding
         indebtedness

                  (ii)     our financial prospects;

                  (iii)    our continuing exit from the PPM business;

                  (iv)     our financing plans including our ability to continue
         to obtain appropriate waivers from and/or meet our obligations under
         our current credit facility and obtain satisfactory operating and
         working capital;

                  (v)      trends affecting our financial condition or results
         of operations including our divestiture of business units;

                  (vi)     our operating strategy including the shift in focus
         to principally managed care and ambulatory and refractive surgery
         center businesses;

                  (vii)    the impact on us of current and future governmental
         regulations;

                  (viii)   our ability to maintain our relationships with
         Affiliated Providers;

                  (ix)     our ability to effectively manage and operate our
         refractive and ambulatory surgery center business;

                  (x)      our ability to operate the managed care business
         efficiently, profitably and effectively;

                  (xi)     our integration of systems and implementation of cost
         reduction plans;

                                       19
<PAGE>   20

                  (xii)    our expected savings from the restructuring programs;

                  (xiii)   our current and expected future revenue and the
         impact of the consolidation of infrastructure and business divestitures
         may have on our future performance;

                  (xiv)    the expected growth of laser vision correction
         procedures and return on invested capital;

                  (xv)     our timely filing of Securities and Exchange Act
         Reports; and

                  (xvi)    the effect of purported class action complaints and
         other litigation and claims involving the Company.

         You are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those projected in the forward-looking
statements as a result of various factors. The factors that might cause such
differences include, among others, the following:

                  (i)      our inability to obtain liquidity from our lenders
         and/or utilize business divestitures proceeds to fund our ongoing
         operations including severance obligations and contingent payment
         obligations;

                  (ii)     our inability to restructure and settle any and all
         indebtedness, claims and disputes in a manner that permits continued
         operations of the Company;

                  (iii)    our inability to complete our restructuring efforts,
         including, but not limited to, obtaining any required consents or
         approvals of the shareholders;

                  (iv)     our inability to continue to sell certain business
         units and any potential losses arising therefrom;

                  (v)      our changes in, or inability to keep, personnel,
         management or directors;

                  (vi)     our inability to close on agreements to unwind our
         practice management agreements or to pay the purchase price adjustment
         amounts owed to ECCA or otherwise enter into acceptable settlement
         agreements;

                  (vii)    any unexpected increases in or additional charges or
         losses related to the unwinding of our managed practices;

                  (viii)   the continuation of operating and net losses being
         experienced by the Company and increases in such losses;

                  (vix)    any material inability to acquire additional
         sufficient capital at a reasonable cost to fund our continued
         operations or to maintain compliance with our credit facility;

                  (x)      the inability to maintain our managed care business;

                  (xi)     any adverse changes in our managed care business,
         including but not limited to, the inability to renew existing managed
         care contracts or obtain future contracts or maintain and expand our
         Affiliated Provider network;

                  (xii)    our inability to successfully and profitably operate
         our managed care business or for existing managed care contracts to
         positively impact gross profit;

                  (xiii)   any adverse change in our medical claims to managed
         care revenue ratio;


                                       20
<PAGE>   21

                  (xiv)    changes in state and/or federal governmental
         regulations which could materially affect our ability to operate;

                  (xv)     any adverse governmental or regulatory changes or
         actions, including any healthcare regulations and related enforcement
         actions;

                  (xvi)    the inability to maintain or obtain required
         licensure in the states in which we operate or seek to operate;

                  (xvii)   our stock price;

                  (xviii)  our inability to successfully open, integrate and
         profitably operate the RSC and ASC business units;

                  (xix)    any adverse changes in our RSC facility access
         arrangements with Affiliated Providers;

                  (xx)     consolidation of our competitors, poor operating
         results by our competitors, or adverse governmental or judicial rulings
         against us or our competitors;

                  (xxi)    our inability to realize any significant benefits,
         cost savings or reductions from our restructuring program;

                  (xxii)   our inability to increase and expand managed care
         initiatives;

                  (xxiii)  unexpected cost increases;

                  (xxiv)   our inability to successfully defend against the
         class action lawsuits, the Caremark lawsuit, or any additional
         litigation that currently exists or may arise in the future;

                  (xxv)    our inability to timely file our required reports
         with the SEC;

                  (xxvi)   in the event the Company becomes a debtor in
         Bankruptcy Court; and

                  (xxvii)  other factors including those identified in our
         filings from time-to-time with the SEC.

         The Company undertakes no obligation to publicly update or revise
forward-looking statements to reflect events or circumstances after the date of
this Form 10-Q to reflect the occurrence of unanticipated events.

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         During the quarter for which this report is filed, there have been no
material developments to previously reported litigation except for the dismissal
of the Block Group litigation that sought to enjoin the OptiCare transaction.
Except as previously reported, the Company is not a party to any material
litigation and is not aware of any threatened material litigation:

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits. See Exhibit Index attached hereto.

(b)      During quarterly period ended June 30, 2000, the Company filed a report
on Form 8-K on April 12, 2000, announcing the filing of a press release
concerning the OptiCare transaction. The Company filed a report on Form 8-K on
April 14, 2000, announcing and the Company's delay in filing its Form 10-K and
on June 23, 2000 the Company filed a Form 8-K announcing the status of the
proposed transaction with OptiCare Health Systems, Inc.


                                       21
<PAGE>   22

                                    SIGNATURE

         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 thereunto duly authorized, in the city of Largo, State of Florida on
August 14, 2000.


                                         VISION TWENTY-ONE, INC.,
                                         Registrant

                                         By: /s/ HOWARD S. HOFFMANN

                                         ---------------------------------------
                                         Howard S. Hoffmann
                                         Interim Chief Financial Officer
                                         (Acting Principal Accounting Of
                                         and Duly Authorized Officer)


                                       22
<PAGE>   23

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER            EXHIBITS DESCRIPTION
-------           --------------------

<S>               <C>
3.1*              Amended and Restated Articles of Incorporation of Vision
                  Twenty-One, Inc.(1)

3.2*              By-laws of Vision Twenty-One, Inc.(1)

4.14*             Amended and Restated Credit Agreement dated as of July 1, 1998
                  among Vision Twenty-One, Inc., and the Bank of Montreal as
                  Agent for a consortium of banks.(15)

4.15*             First Amendment to the Amended and Restated Credit Agreement
                  dated as of February 23, 1999 among Vision Twenty-One, Inc.,
                  the Banks who are a party thereto and Bank of Montreal as
                  Agent.(18)

4.16*             Second Amendment to the Amended and Restated Credit Agreement
                  dated as of June 11, 1999 among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as Agent.
                  (18)

4.17*             Third Amendment to the Amended and Restated Credit Agreement
                  dated as of August 30, 1999 by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(19)

4.18*             Waiver Letter dated October 14, 1999 to the Amended and
                  Restated Credit Agreement by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(20)

4.19*             Fourth Amendment and Waiver to the Amended and Restated Credit
                  Agreement dated as of November 12, 1999 by and among Vision
                  Twenty-One, Inc., the Banks who are a party thereto and Bank
                  of Montreal as Agent.(21)

4.20*             Fifth Amendment to the Amended and Restated Credit Agreement
                  dated as of November 24, 1999 by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(22)

4.21*             Sixth Amendment to the Amended and Restated Credit Agreement
                  dated as of December 3, 1999 by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(22)

4.22*             Seventh Amendment to the Amended and Restated Credit Agreement
                  dated as of December 10, 1999 by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(22)

4.23*             Waiver Letter dated December 29, 1999 to the Amended and
                  Restated Credit Agreement by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(23)

4.24*             Waiver letter dated February 29, 2000 to the Amended and
                  Restated Credit Agreement by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(26)
</TABLE>


                                       23
<PAGE>   24

<TABLE>
<S>               <C>
4.25*             Waiver letter dated March 24, 2000 to the Amended and Restated
                  Credit Agreement by and among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as
                  Agent.(26)

4.26*             Waiver letter dated as of April 14, 2000 to the Amended and
                  Restated Credit Agreement by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(26)

4.27*             Waiver letter dated as of May 5, 2000 to the Amended and
                  Restated Credit Agreement by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(26)

4.28*             Waiver letter dated as of May 19, 2000 to the Amended and
                  Restated Credit Agreement by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(27)

4.29*             Waiver letter dated June 1, 2000 to the Amended and Restated
                  Credit Agreement by and among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as
                  Agent.(27)

4.30*             Waiver letter dated June 9, 2000 to the Amended and Restated
                  Credit Agreement by and among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as
                  Agent.(27)

4.31*             Waiver letter dated June 16, 2000 to the Amended and Restated
                  Credit Agreement by and among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as
                  Agent.(27)

4.32*             Waiver letter dated June 29, 2000 to the Amended and Restated
                  Credit Agreement by and among Vision Twenty-One, Inc., the
                  Banks who area party thereto and Bank of Montreal as
                  Agent.(27)

4.33*             Waiver letter dated July 21, 2000 to the Amended and Restated
                  Credit Agreement by and among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as
                  Agent.(27)

4.34              Waiver letter dated August 11, 2000 to the Amended and
                  Restated Credit Agreement by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.

                  (The Company is not filing any instrument with respect to
                  long-term debt that does not exceed 10% of the total assets of
                  the Company, and the Company agrees to furnish a copy of such
                  instrument to the Commission upon request.)

10.60*            Amended and Restated Credit Agreement dated as of July 1, 1998
                  among Vision Twenty-One, Inc., the Banks who are a party
                  thereto and Bank of Montreal as Agent.(15)

10.61*            First Amendment to the Amended and Restated Credit Agreement
                  dated as of February 23, 1999 among Vision Twenty-One, Inc.,
                  the Banks who are a party thereto and Bank of Montreal as
                  Agent.(18)

10.62*            Second Amendment to the Amended and Restated Credit Agreement
                  dated as of June 11, 1999 among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as
                  Agent.(18)
</TABLE>


                                       24
<PAGE>   25

<TABLE>
<S>               <C>
10.65*            Third Amendment to the Amended and Restated Credit Agreement
                  dated as of August 30, 1999 by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(19)

10.66*            Waiver Letter dated October 14, 1999 to the Amended and
                  Restated Credit Agreement by and among Vision Twenty-One,
                  Inc., the Banks who are a party thereto and Bank of Montreal
                  as Agent.(20)

10.67*            Fourth Amendment and Waiver to the Amended and Restated Credit
                  Agreement dated as of November 12, 1999 by and among Vision
                  Twenty-One, Inc., the Banks who are a party thereto and Bank
                  of Montreal as Agent.(21)

10.72*            Fifth Amendment to the Amended and Restated Credit Agreement
                  dated as of November 27, 1999 among Vision Twenty-One, Inc.,
                  the Banks who are a party thereto and Bank of Montreal as
                  Agent.(22)

10.73*            Sixth Amendment to the Amended and Restated Credit Agreement
                  dated as of December 3, 1999 among Vision Twenty-One, Inc.,
                  the Banks who are a party thereto and Bank of Montreal as
                  Agent.(22)

10.74*            Seventh Amendment to the Amended and Restated Credit Agreement
                  dated as of December 10, 1999 among Vision Twenty-One, Inc.,
                  the Banks who are a party thereto and Bank of Montreal as
                  Agent.(22)

10.75*            Waiver letter dated December 29, 1999 to the Amended and
                  Restated Credit Agreement among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as
                  Agent.(23)

10.76*            Waiver letter dated February 29, 2000 to the Amended and
                  Restated Credit Agreement among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as
                  Agent.(26)

10.77*            Waiver letter dated March 24, 2000 to the Amended and Restated
                  Credit Agreement by and among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as
                  Agent.(26)

10.81*            Agreement and Plan of Merger and Reorganization among Vision
                  Twenty-One, Inc., OC Acquisition Corp. and OptiCare Health
                  Systems, Inc.(26)

10.82*            Waiver letter dated as of April 14, 2000 to the Amended and
                  Restated Credit Agreement among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as
                  Agent.(26)

10.83*            Waiver letter dated as of May 5, 2000 to the Amended and
                  Restated Credit Agreement among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as
                  Agent.(26)

10.84*            Waiver letter dated as of May 19, 2000 to the Amended and
                  Restated Credit Agreement among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as Agent.
                  (27)

10.85*            Waiver letter dated as of June 1, 2000 to the Amended and
                  Restated Credit Agreement among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as Agent.
                  (27)
</TABLE>


                                       25
<PAGE>   26

<TABLE>
<S>               <C>
10.86*            Waiver letter dated as of June 9, 2000 to the Amended and
                  Restated Credit Agreement among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as Agent.
                  (27)

10.87*            Waiver letter dated as of June 16, 2000 to the Amended and
                  Restated Credit Agreement among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as Agent.
                  (27)

10.88*            Waiver letter dated as of June 29, 2000 to the Amended and
                  Restated Credit Agreement among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as Agent.
                  (27)

10.89*            Waiver letter dated as of July 21, 2000 to the Amended and
                  Restated Credit Agreement among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as Agent.
                  (27)

10.90             Agreement dated May 5, 2000 by and among Vision Twenty-One,
                  Inc. and Vision 21 of Southern Arizona, Inc., Vital Sight,
                  P.C., Ocusite-ASC, Inc. and Jeffrey I. Katz, M.D. and Barry
                  Kusman, M.D.

10.91             Waiver letter dated as of August 11, 2000 to the Amended and
                  Restated Credit Agreement among Vision Twenty-One, Inc., the
                  Banks who are a party thereto and Bank of Montreal as Agent.
                  (Filed as Exhibit 4.34 to this report)

                  Schedules (or similar attachments) have been omitted, and the
                  Registrant agrees to furnish supplementally a copy of any
                  omitted schedule to the Securities and Exchange Commission
                  upon request.

27.1              Financial Data Schedule for the six months ended June 30, 2000
                  (for SEC use only).

27.2              Restated Financial Data Schedule for the six months ended June
                  30, 1999 (for SEC use only).

                  * Previously filed as an Exhibit in the Company filing
                  identified in the footnote following the Exhibit description
                  and incorporated herein by reference.

(1)               Registration Statement on Form S-1 filed on June 13, 1997
                  (File No. 333-29213).

(15)              Form 8-K filed July 10, 1998.

(18)              Form 10-K filed June 18, 1999.

(19)              Form 8-K filed August 30, 1999.

(20)              Form 8-K filed October 14, 1999.

(21)              Form 10-Q filed November 14, 1999.

(22)              Form 8-K filed December 13, 1999.

(23)              Form 8-K filed January 10, 2000.

(26)              Form 10-K filed May 5, 2000.

(27)              Form 8-K filed July 31, 2000.
</TABLE>


                                       26