VISION TEN, INC.





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


                                   FORM 10-KSB

(Mark One)

 [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                   For the fiscal year ended December 31, 1997

                                       or
    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        For the transition period from to

                                       - -



<PAGE>


                                VISION TEN, INC.




                  Commission file number             0-17878

                                Vision Ten, Inc.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

        Delaware                                       33-0340338
(State or Other Jurisdiction of             (IRS Employer Identification Number)
Incorporation or Organization)

                  180 Broad Street, Carlstadt, New Jersey 07072
                    (Address of Principal Executive Offices)

                                  201-935-3000
                (Issuer's Telephone Number, Including Area Code)


Securities registered under Section 12(b) of the Exchange Act:        None


                                       - -



<PAGE>


                                VISION TEN, INC.




Title of Each Class                                 Name of each exchange
                                                      on which Registered

                                    - NONE-


Securities registered under Section 12(g) of the Exchange Act:


Common Stock,  $.01 par value





        Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such 
shorter period that the issuer was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.   

              Yes              X        No


        Check if disclosure of delinquent filers in response to Item 405 of 
Regulation S-B is not contained in this form, and no disclosure will be 
contained, to the best of issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any 
amendment to this Form 10-KSB.             X


                                       - -



<PAGE>


                                VISION TEN, INC.




        Issuer's revenues for its most recent fiscal year ended 
        December 31, 1997                                             $123,252.
                                                                      --------

        Aggregate market value of the issuer's Common Stock, $.01 par value held
by non  affiliates,  computed  on the basis of $.02 per share (the  closing  bid
price of such stock on December 31, 1997): $ 58,154.


        The  number of shares of the  issuer's  Common  Stock,  $.01 par  value,
outstanding as of December 31, 1997, was 15,303,796.





                                       - -



<PAGE>


                                VISION TEN, INC.






                                     PART I


              ITEM 1.      BUSINESS


         Business Development

         Vision  Ten,  Inc.,  a  Delaware  corporation  organized  in 1989  (the
         "Company"),  is engaged in the medical film  digitizing  business.  The
         Company   currently   manufactures   and  markets  a  single   product,
         specifically a medium priced, full-fidelity,  full-featured solid state
         film digitizer.

         On May 19, 1994, the Company had  approximately  53% of its outstanding
         capital  stock  acquired  by  Cybernetics  Products,  Inc.  ("CPI"),  a
         corporation engaged in the development,  manufacturing and marketing of
         products  and systems  utilized  in the  electronics,  printed  circuit
         board,  electronic  imaging and  photography  markets,  in exchange for
         approximately  185,000  shares  of CPI's  common  stock,  of which  the
         Company received  approximately 105,000 shares (the "CPI Acquisition").
         In connection with the CPI  Acquisition,  the Company granted CPI an 18
         month option (the  "Option")  exercisable  at $.10 per share to acquire
         such additional number of shares of the Company's Common Stock as would
         then  be  required  to  provide  the  holder  thereof  with  beneficial
         ownership of 80% of the Company's outstanding capital stock. The Option
         expired on November 18, 1996.

        On  March  28,  1996,  ("The   Partnership")   through  a  reduction  in
        intercompany  indebtedness  between  Oxberry,  LLC, a New Jersey company
        owned by ("The  Partnership") and Dr. Thumim, and The Company,  acquired
        9,956,936  shares of The Company's  common stock giving it approximately
        81% ownership of The Company.  See Item 12 "Security Ownership of 
        Certain Beneficial Owners and Management" and Item 13 "Certain 
        Relationships and Related Transactions".

         On April 3, 1995, the shares of the Company's outstanding capital stock
         owned by CPI were sold  together  with the Option  referred to above to
         Alfred I.  Thumim as nominee  for a limited  partnership  formed as the
         Thumim Family  Partnership  L. P. (the  "Partnership")  for $103,000 in
         addition to the  assumption  of certain  liabilities  (the Stock Sale).
         Alfred I. Thumim is the  President and Chief  Executive  Officer of the
         Company and sole General Partner of the Partnership.


         Business of Issuer

         Imaging Technology


                                       - -



<PAGE>


                                VISION TEN, INC.




         Medical diagnostic imaging systems are based upon the ability of energy
         waves  to  penetrate   human  tissue  and  to  be  detected  by  either
         photographic film or electronic devices for presentation of an image on
         a video monitor.

         When a digitizer captures an X-ray film image it uses a sensor, such as
         a charged-coupled device ("CCD"), to break the image being scanned into
         a series of pixels (dots),  which are then converted to digital signals
         and sent to a computer's  memory.  The more pixels into which the image
         is divided, the more accurate the scanned image will appear when viewed
         on a monitor,  and the more effective  image  enhancement can be to the
         viewer.

         The Company's third  generation CCD 12-bit film digitizer is the medium
         used to transfer  high quality X-ray film images to a video monitor for
         diagnostic and clinical review.

         The  uniqueness of the Company's  X-ray film  digitizer  resides in its
         patented  techniques for its diffuse film illumination light source and
         an  accurate  density  measurement  of 3.5,  which  meets the  industry
         acceptable  requirement for faithful  reproduction of X-ray films. This
         patented  capability  affords the Company the  opportunity to favorably
         compete with more expensive laser digitizers.

         Principal Products

         X-Ray  Film  Digitizer:  The  Company,  in the  latter  half  of  1992,
         extracted the X-ray film digitizer component from its Rita!(168) system
         and began to engineer  and  manufacture  a high  resolution  X-ray film
         digitizer to be marketed as an original equipment  manufacture  ("OEM")
         product for inclusion in other companies'  medical and industrial X-ray
         imaging computer systems.

         The  digitizer  produced  by the  Company is capable of  digitizing  an
         entire  chest-sized  X-ray film (14"x17") at what management  believes,
         based upon its experience in the marketplace and upon  discussions with
         customers,  is one of the highest  resolution  digitizers  commercially
         available  today:  3,373 by  4,000  pixels  over a  14"x17"  film.  The
         digitizer  is  capable  of  sensing   each  pixel's   light  level  and
         translating it into one of approximately  4,096 levels of gray for each
         pixel,  representing  changes in film density from approximately 0.0 to
         3.5+ to  correspond  with the  dynamic  range of the  majority of X-ray
         films in the medical  market.  Image quality is comparable to the laser
         scanning  processes.  Management  believes this  technology also offers
         many unique advantages, including speed of scanning, spot size, cost to
         acquire, and cost to maintain.


         Principal Markets

         The  markets in which the  Company's  product  is used are  principally
         teleradiology,  telemedicine  and X- ray archival  and storage.  In the
         teleradiology and telemedicine markets the scanner's ability to convert
         the image on an X-ray or  mammogram to digital data is used to transmit
         the data over  communication  channels to remote  computers  for use by
         radiologists  and  medical  consultants.  The ability of the scanner to
         convert the X-rays and  mammogram to digital form is also used to store
         these images on

                                       - -



<PAGE>


                                VISION TEN, INC.




         a variety of electronic  media devices for quick  retrieval by computer
         systems. These markets are growing and are competitive with the current
         emphasis of making the delivery of medical  services more efficient and
         cost effective using computer technology.


        Government Regulation

         The Company's  X-ray film  digitizer is subject to Federal  regulations
         monitored   and   enforced   by  the  United   States   Food  and  Drug
         Administration  ("FDA").  The film  digitizer is  considered a Class II
         device under the Medical  Devices  Amendment of 1976 to the Food,  Drug
         and Cosmetic Act, which means the digitizer is substantially equivalent
         to  products  already  on  the  market  for  FDA  regulatory  purposes.
         Companies who manufacture Class II devices are subject to pre-marketing
         notification   requirements.    These   requirements   include   annual
         registration,  listing of devices,  maintenance  of good  manufacturing
         practices, labeling, prohibitions against misbranding and adulteration,
         and notification of injuries.  Management  believes these  requirements
         will not materially  affect the operations of the Company.  The Company
         believes  it  has  complied  with  all  FDA   pre-market   notification
         requirements related to the X-ray film digitizer.


        Manufacturing and Sources of Supply

         Manufacturing  efforts,  with  respect  to  the  Company's  X-ray  film
         digitizer,  consist  mostly of  assembly  of  standard  industry  items
         available from multiple  sources  including an affiliate,  Oxberry LLC,
         which   has   a   fully   integrated    manufacturing    facility   and
         Company-designed  components manufactured by outside service firms. The
         Company  has not  experienced  any  significant  delays  with regard to
         availability or supply of any parts or components.  Management believes
         there are many source firms that could manufacture the Company-designed
         components. The Company has no employees and receives assembly labor as
         well  as  engineering  personnel  and  software  consultants  on an "as
         needed" basis from an affiliate,  Oxberry LLC, owned by the Partnership
         and General  Partner,  Alfred I.  Thumim.  See  "Business  Development"
         above.





        Proprietary Protection

         The Company  presently holds two patents for significant  components of
         its X-ray  film  digitizer.  There can be no  assurance  the  Company's
         products will not infringe upon any patents or rights of others.


         Marketing and Sales


                                       - -



<PAGE>


                                VISION TEN, INC.




         Utilizing  its own  commissioned  marketing  and sales  personnel,  the
         Company markets its digitizers to OEMs' and system integrators. To meet
         customer  requirements,  the Company provides such potential  customers
         with film digitizers for an evaluation period of approximately 30 to 90
         days.  At the end of the  evaluation  period,  the  digitizer is either
         returned or purchased. It has been the experience of the Company that a
         majority of the  digitizers are  purchased,  integrated  with the OEM's
         technology and forms the start of a continuing relationship.

         The Company generally  warrants its products for one year with warranty
         service, if required, performed by personnel from an affiliate, Oxberry
         LLC.

         Two customers  accounted for approximately 26% and 75% of the Company's
         sales during the years ended December 31, 1997 and 1996, respectively.

         Competition

         In  the  primary   markets  in  which  the  Company  sells  X-ray  film
         digitizers,  the major competitors are the Truvel division of The Vidar
         Corporation and Lumisys, Inc., both of which have greater financial and
         managerial resources than does the Company.

         Management  believes the principal  competitive factors for its product
         are price, image quality,  maintenance costs,  reliability and speed of
         the  equipment as compared to the other  competing  products  currently
         available  in  the  marketplace.   Management  believes  the  Company's
         digitizer is currently  positioned to compete  favorably in each of the
         aforementioned respects.


         Research and Development

         To further enhance its existing products and technologies,  the Company
         utilizes the  personnel  resources  of an  affiliate,  Oxberry LLC. 
         Emphasis is placed upon improved design of the Company's current 
         product and introduction of new products.



         Environmental Regulation Compliance

         Compliance  with federal,  state and local  provisions  regulating  the
         discharge of materials into the environment,  or otherwise  relating to
         the protection of the  environment,  does not have any material  effect
         upon the capital expenditures,  earnings or competitive position of the
         Company.


         Employees


                                       - -



<PAGE>


                                VISION TEN, INC.




         At December  31, 1997,  there were no  employees  of the  Company.  The
         company  utilizes  trained and  qualified  employees  on an "as needed"
         basis from an affiliate, Oxberry LLC.


ITEM 2.          DESCRIPTION OF PROPERTY

         As a  result  of  the  CPI  Acquisition,  the  Company's  manufacturing
         operation was relocated to  Carlstadt,  NJ in April 1994,  with Oxberry
         LLC. The Company utilizes the manufacturing and administrative  support
         of Oxberry LLC on an "as needed" basis.


Location                 Principal Function     Square Footage       Ownership

Carlstadt, NJ            Engineering and         2,000 (1)            Leased
                          Manufacturing


         (1) Leased by Oxberry  LLC from Alfred I.  Thumim,  the  President  and
         Chief  Executive  Officer  of  the  Company,  General  Partner  of  the
         Partnership  and owner  together with ("The  Partnership")  and Oxberry
         LLC. The annual rental  expense  allocated to the Company in connection
         with  its use of this  leased  space,  approximated  $8,000  which  The
         Company  believes  this  rental is  comparable  to that which  could be
         obtained from an  unaffilated  third party.  This amount is part of the
         advances making up the  intercompany  indebtedness due from The Company
         to  Oxberry,  LLC.  See  Item 13  "Certain  Relationships  and  Related
         Transactions". Prior to December 1996 the Company  leased 200 square 
         feet of a facility located in Los Angeles,  CA for it's sales and 
         marketing  operations for monthly rent payments of $400. This lease was
         cancelled in November 1996 and the Company moved it's sales and
         marketing operations into the Carlstadt, NJ location.


ITEM 3.          LEGAL PROCEEDINGS

        None


ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

                                    
                                  



<PAGE>
                                     PART II

                                VISION TEN, INC.




         ITEM 5.       MARKET FOR  COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


         The  Company's   Common  Stock  and  Common  Stock  Purchase   Warrants
         ("Warrants")  are traded  sporadically  on the OTC Bulletin Board under
         the symbols "VTEN" and VTENW",  respectively.  Trading in the Company's
         Common  Stock  and  Warrants  on the  NASDAQ  -  Small  Capital  Market
         commenced on November 7, 1991.  Effective April 23, 1993, the Company's
         securities were placed on the OTC Bulletin Board because the Company no
         longer  met the  minimum  asset and  stockholders'  equity  maintenance
         requirements. Prior to November 1991, the Common Stock was not publicly
         traded.  High and low bid  information  for the  Common  Stock  and the
         Warrants  as  reported  by the OTC  Bulletin  Board for  specified  the
         quarterly  periods  for the last two years are set forth below (the bid
         quotations represent prices quoted by dealers and do not include retail
         mark-ups,  mark-downs  or  commissions  and  may not  represent  actual
         transactions):





Common Stock                  High                                         Low

1997

1st Quarter                   .02                                          .02
-----------                   ---                                          ---
2nd Quarter                   .02                                          .01
-----------                   ---                                          ---
3rd Quarter                   .01                                          .01
-----------                   ---                                          ---
4th Quarter                   .01                                          .01
-----------                   ---                                          ---


1996

1st Quarter                   .05                                          .01
-----------                   ---                                          ---
2nd Quarter                   .06                                          .01
-----------                   ---                                          ---
3rd Quarter                   .12                                          .08
-----------                   ---                                          ---
4th Quarter                   .07                                          .02
-----------                   ---                                          ---



         At December 31, 1997,  there were  approximately  366 record holders of
         the Company's  Common Stock.  The Company has neither declared nor paid
         any  dividends  on its  shares of Common  Stock  since  inception.  Any
         decisions  as to the future  payment of  dividends  will  depend on the
         earnings and  financial  position of the Company and such other factors
         as the Board of Directors  deems relevant.  The Company  anticipates it
         will  retain  earnings,  if any, in order to finance  expansion  of its
         operations.


                                       - -



<PAGE>


                                VISION TEN, INC.


       ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
       AND RESULTS OF OPERATIONS

                  General

         Vision  Ten,  Inc.,  a  Delaware  corporation  organized  in 1989  (the
         "Company"),  is engaged in the medical film  digitizing  business.  The
         Company   currently   manufactures   and  markets  a  single   product,
         specifically a medium priced, full-fidelity,  full-featured solid state
         film digitizer.

         On May 19, 1994, the Company had  approximately  53% of its outstanding
         capital  stock  acquired  by  Cybernetics  Products,  Inc.  ("CPI"),  a
         corporation engaged in the development,  manufacturing and marketing of
         products  and systems  utilized  in the  electronics,  printed  circuit
         board,  electronic  imaging and  photography  markets,  in exchange for
         approximately  185,000  shares  of CPI's  common  stock,  of which  the
         Company received  approximately 105,000 shares (the "CPI Acquisition").
         In connection with the CPI  Acquisition,  the Company granted CPI an 18
         month option (the "Option") to acquire such additional number of shares
         of the Company's  Common Stock as would then be required to provide the
         holder  thereof  with  beneficial  ownership  of 80%  of the  Company's
         outstanding  capital stock.  The Option,  exercisable  immediately upon
         grant at a price of $.10 per share, was to expire on November 18, 1995.

                                       - -



<PAGE>


                                VISION TEN, INC.




         On April 3, 1995, the shares of the Company's outstanding capital stock
         owned by CPI were sold  together with the Option to Alfred I. Thumim as
         nominee  for a limited  partnership  to be formed as the Thumim  Family
         Partnership  L. P.  (the  Partnership),  an  entity  controlled  by the
         President and Chief Executive  Officer of the Company,  for $103,000 in
         addition to the assumption of certain liabilities.

        On March 28, 1996, ("The Partnership") through a reduction in 
        intercompany indebtedness between Oxberry, LLC, a New Jersey company 
        owned by ("The Partnership") and Dr. Thumim, and The Company,  acquired
        9,956,936  shares of The  Company's  common  stock giving it
        approximately 81% ownership of The Company.  See Item 12 "Security 
        Ownership of Certain Beneficial Owners and Management" and Item 13
        "Certain Relationships and Related Transactions".



                  Results of Operations

                  Year Ended December 31, 1997 Compared
                  to Year Ended December 31, 1996

         Revenues for the year ended December 31, 1997 were $123,000.,  compared
         to revenues of  $502,000.  for the  corresponding  period in 1996.  The
         decrease in revenue is a direct result of serveral  large orders placed
         and shipped during 1996,  which  replenished the inventory needs of one
         customer and the sales for which did not recur during 1997.

         Cost of sales for the year ended  December 31, 1997 were $96,000 or 78%
         of  revenues,   compared  to  $432,000  or  86%  of  revenues  for  the
         corresponding  period in 1996. The decrease in cost of sales percentage
         in 1997  compared  to 1996 is  primarily a result of the  reduction  in
         overhead expenses due to the Company's reduced activites.

         Selling,  general  and  administrative  expenses  for  the  year  ended
         December  31,  1997  were  $57,000  ,  compared  to  $116,000  for  the
         corresponding  period  in 1996.  The  reduction  of these  expenses  is
         attributable to the Company's  reduction in selling and  administrative
         personnel and facility costs.


         Research and development  expenses for the year ended December 31, 1997
         were  $36,000.,  compared  to $33,000 for the  corresponding  period in
         1996.  The Company  increased  it's  research and  development  efforts
         during the year in order to improve its scanner product line as well as
         the software interface.


         For the reasons set forth above,  net loss for the year ended  December
         31,  1997  was  $66,000,  compared  to a net  loss of  $80,000  for the
         corresponding period in 1996.



                                       - -



<PAGE>


                                VISION TEN, INC.




        Liquidity and Capital Resources


        The  Company's  principal  source  of  cash  flow is the  collection  of
        customer's accounts  receivables and cash flow from operations. 
        Such sources of cash have been sufficient to fund the Company's cash 
        flow needs to date.  Additionally, the Company has received the benefit 
        of shared services from an affiliate, Oxberry LLC.   Allocations for 
        salaries, rent, telephone and utilities were based upon an agreed upon 
        percentage.  Approximately $148,000. and $121,500. were allocated by the
        affiliate for the years ended December 31, 1997 and 1996 respectively.

        To the extent  required,  the  Company's  Chief  Executive  officer  was
        committed to find operations to the extent that operating cash flows are
        not sufficient in 1998.

<PAGE>


VISION TEN, INC.

INDEX TO FINANCIAL STATEMENTS

                                                                        Page No.

Independent Auditors' Report................................................F-2

Balance Sheet - December 31, 1997...........................................F-3

Statements of Operations for the years ended
December 31, 1997 and 1996..................................................F-4

Statement of Stockholders' Equity for the years ended
December 31, 1997 and 1996..................................................F-5

Statements of Cash Flows for the years ended
December 31, 1997 and 1996..................................................F-6

Notes to Financial Statements...................................... F-7 to F-10


ITEM 7.       FINANCIAL STATEMENTS


<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Shareholders and Board of Directors
Vision Ten, Inc.

         We have audited the  accompanying  balance sheet of Vision Ten, Inc. as
of December  31,  1997 and the  related  statements  of  operations,  changes in
stockholders'  deficit and cash flows for the years ended  December 31, 1997 and
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of Vision Ten, Inc. as
of December  31, 1997 and the results of its  operations  and its cash flows for
the years ended December 31, 1997 and 1996 in conformity with generally accepted
accounting principles.


                                                 /s/ Feldman Radin & Co., P.C.
                                                 Feldman Radin & Co., P.C.
                                                 Certified Public Accountants

March 19, 1998
New York, New York




                                       F-2


<PAGE>
<TABLE>
<CAPTION>
  
                                          VISION TEN, INC.

                                            BALANCE SHEET

                                          DECEMBER 31, 1997



                                               ASSETS

<S>                                                                           <C>   
CURRENT ASSETS:
     Cash                                                                      $               12,110
     Accounts receivable, less allowance for
         doubtful accounts of $98,000                                                          84,745
     Other receivables                                                                         32,200
     Inventories                                                                              309,868
                                                                                  --------------------
         TOTAL CURRENT ASSETS                                                                 438,923

PROPERTY AND EQUIPMENT, net
     of accumulated depreciation of $53,031                                                         -
                                                                                  --------------------

                                                                               $              438,923
                                                                                  ====================



                                LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                     $               12,885
     Advance from affiliate                                                                   178,550
                                                                                  --------------------
         TOTAL CURRENT LIABILITIES                                                            191,435
                                                                                  --------------------

NOTE PAYABLE TO STOCKHOLDER                                                                   650,000
                                                                                  --------------------

STOCKHOLDERS' DEFICIT:
     Common Stock, $.01 par value, authorized 20,000,000
         shares, 15,303,796 issued and outstanding                                            152,310
     Additional paid-in-capital                                                             7,848,269
     Accumulated deficit                                                                   (8,403,091)
                                                                                  --------------------
         TOTAL STOCKHOLDERS' DEFICIT                                                         (402,512)
                                                                                  --------------------

                                                                               $              438,923
                                                                                  ====================


</TABLE>

                                 See notes to financial statements.
                                                 F-3

<PAGE>
<TABLE>
<CAPTION>

                                                VISION TEN, INC.

                                           STATEMENTS OF OPERATIONS



                                                                               Year Ended December 31,
                                                                      ------------------------------------------
                                                                             1997                   1996
                                                                      -------------------    -------------------
<S>                                                                <C>                    <C>    
REVENUES                                                            $            123,252   $            501,809

COST OF GOODS SOLD                                                                95,937                432,225
                                                                      -------------------    -------------------

GROSS PROFIT                                                                      27,315                 69,584
                                                                      -------------------    -------------------

OPERATING EXPENSES:
     Selling and marketing expenses                                               33,919                 68,421
     General and administrative expenses                                          23,322                 47,998
     Product development                                                          36,000                 33,000
                                                                      -------------------    -------------------
                                                                                  93,241                149,419
                                                                      -------------------    -------------------

         TOTAL OPERATING EXPENSES                                                 93,241                149,419
                                                                      -------------------    -------------------

LOSS FROM OPERATIONS                                                             (65,926)               (79,835)
                                                                      -------------------    -------------------

NET LOSS                                                            $            (65,926)  $            (79,835)
                                                                      ===================    ===================

NET LOSS PER COMMON SHARE:

     Net loss per common share - basic                              $         -            $              (0.01)
                                                                      ===================    ===================

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING                                                              15,303,796             14,534,160
                                                                      ===================    ===================

</TABLE>




                                      See notes to financial statements.
                                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                                                              VISION TEN, INC.

                                                      STATEMENT OF STOCKHOLDERS' DEFICIT


                                                                               Additional
                                                  Common Stock                   Paid-in          Accumulated
                                       -----------------------------------
                                           Shares           Amount               Capital            Deficit              Total
                                       -----------------------------------   ----------------    ---------------    ----------------






<S>                                    <C>            <C>                     <C>                   <C>               <C>   
Balance at January 1, 1996                 12,182,496  $             121,097          $7,804,482        ($8,257,330)       (331,751)

     Issuance of common stock to
         affiliate for services provided    3,121,300                 31,213             43,787                  -           75,000

     Net loss                                      -                      -                 -               (79,835)        (79,835)
                                       ---------------      ----------------   ----------------      ---------------    ------------

Balance at December 31, 1996               15,303,796                152,310         7,848,269           (8,337,165)       (336,586)

     Net loss                                      -                      -                  -              (65,926)        (65,926)
                                       ---------------      ----------------   ----------------     ---------------    -------------

Balance at December 31, 1997               15,303,796  $             152,310 $        7,848,269  $       (8,403,091) $     (402,512)
                                       ===============      ================   ================     ===============    =============





                                                      See notes to financial statements.
                                                                      F-5


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                        VISION TEN, INC.

                                                    STATEMENTS OF CASH FLOWS


                                                                                                    Year ended December 31,
                                                                                               -----------------------------------
                                                                                                    1997               1996
                                                                                               ---------------    ----------------
<S>                                                                                        <C>                <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                               $         (65,926) $          (79,835)
                                                                                               ---------------    ----------------

     Adjustments to reconcile net loss to net cash
         used in operating activities:
            Depreciation                                                                                8,035               9,116
            Issuance of common stock for services                                                           -              75,000

     Changes in operating assets and liabilities:
         Decrease in accounts receivable                                                               34,965              80,731
         Decrease in inventories                                                                        7,639              28,633
         Decrease in accounts payable and accrued expenses                                           (116,676)           (141,946)
                                                                                               ---------------    ----------------
            TOTAL ADJUSTMENTS                                                                         (66,037)             51,534
                                                                                               ---------------    ----------------

NET CASH USED IN OPERATING ACTIVITIES                                                                (131,963)            (28,301)
                                                                                               ---------------    ----------------

CASH FLOW FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                                     -              (2,500)
                                                                                               ---------------    ----------------

NET CASH USED IN INVESTING ACTIVITIES                                                                       -              (2,500)
                                                                                               ---------------    ----------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Advances from affiliates                                                                         110,069              62,069
                                                                                               ---------------    ----------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                                             110,069              62,069
                                                                                               ---------------    ----------------

NET (DECREASE) INCREASE IN CASH                                                                       (21,894)             31,268

CASH, beginning of year                                                                                34,004               2,736
                                                                                               ---------------    ----------------

CASH, end of year                                                                           $          12,110  $           34,004
                                                                                               ===============    ================

                                               See notes to financial statements.
                                                               F-6


</TABLE>
<PAGE>
       

        ITEM 8.      CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND 
        FINANCIAL DISCLOSURE

        None


                                    PART III


              ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL 
              PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

                  The current  executive  officers and  directors of the Company
are as follows:

                                                                       Director
Name                                       Age      Position            Since


Alfred I. Thumim                  58       Director and Chief          7/18/94
                                           Executive Officer

Robert L. Doretti                 54       Director                     5/6/92

Jack Lahav                        49       Director                     8/1/96

Dr. Leo Dagi                      49       Director                     8/1/96


Joseph P. Drier                   55       Director                     6/1/94  

                                       - -

<PAGE>


                                VISION TEN, INC.




                                               




Officers are elected annually by the Board of Directors.  The background of each
executive officer and director of the Company is as follows:


        Dr. Alfred I. Thumim was elected Chief Executive Officer and Director of
the  Company  in July  1994.  Additionally,  Dr.  Thumim  has  served  as a Vice
President  of CPI since August 1989 until March of 1995.  He has been  President
and CEO of Oxberry LLC since March 1995 and is the General Partner of The Thumim
Family Partnership L.P. which owns approximately 81% of The Company. See Item 12
"Security  Ownership of Certain  Beneficial  Owners and  Management" and Item 13
"Certain Relationships and Related Transactions".


        Robert L. Doretti has been a director of the Company since May 1992 and
was President of the Company from May 1992 to November 1994.  Mr. Doretti is 
President and Chief Executive Officer of the Thinking Machine Corp. which filed 
a Chapter 11 Bankruptcy Petition on August 17, 1994.  Prior to 1992, Mr. Doretti
was an independent consultant with Doretti & Associates.

        Mr. Jack Lahav has been director of the Company  since August 1996.  Mr.
Lahav was  President  of  Remarkable  from 1980 to 1995,  a business to business
direct mail company  which  provided  simple  organization  solutions to fit all
aspects of business/time  management. In the last five years, Mr. Lahav played a
key role in the launching of several  high-tech  start-ups,  highlighted  by the
successful  introductory of the pioneer internet  telephone company - Vocaltech,
to Wall Street.

        Dr.  Teodoro  Dagi has been a director of the Company  since August 1996
and currently holds the following academic  appointments:  Clinical Professor of
Surgery (Neurosurgery),  the Medical College of Georgia, Augusta, GA , Associate
Clinical Professor of Surgery - The Uniformed Services  University of the Health
Sciences,  Bethesda,  MD,  and  Senior  Research  Fellow  -  Kennedy  Institute,
Georgetown University, Washington, D.C.


        Joseph P. Drier has been a director of the  Company  since July 1, 1994,
mr. Drier was  President of CPI from 1993 to 1995.  He served as  Vice-President
and National Sales Manager for Richmark's ATI Division.
Mr. Drier received his BSEE from San Fernando State College.


        Section  16(a)  of the  Securities  Exchange  Act of 1934  requires  the
Company's  officers  and  directors,  and  persons  who own  more  than 10% of a
registered  class  of the  Company's  equity  securities  ("insiders"),  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission  ("SEC").  Insiders  are  required by SEC  regulation  to furnish the
Company with copies of all Section 16(a) forms they file.

                                       - -



<PAGE>


                                VISION TEN, INC.




Based solely on review of the copies of such forms furnished to the Company, the
Company  believes  that  during  1995  all  Section  16(a)  filing  requirements
applicable to its insiders were complied with.

              ITEM 10.     EXECUTIVE COMPENSATION

         The following  table  summarizes the  compensation  for the years ended
         December 31, 1997,  1996, and 1995 of the Company's  current and former
         chief  executive  officer  and the  Company's  next  four  most  highly
         compensated   executive   officers  whose  salary  and  bonus  exceeded
         $100,000.


    Name and Principle                                             Long-Term
         Position                                                 Compensation
                                                                 Awards Options

                               Annual Compensation

                             Year                        Salary
Alfred I. Thumim             1997                        None                --
President and CEO            1996                        None                --
                             1995                        None         200,000(1)

Robert L. Doretti            1997                        None                --
      Director               1996                        None
                             1995                        None                  

       (1) On March 31, 1994,  approximately  53% of the issued and  outstanding
       capital  stock of each of the  Company  was  acquired  by CPI  (the  "CPI
       Acquisition").  Each of Dr.  Thumim and Messrs.  Drier and Levangie  were
       executive  officers of CPI who received no  additional  compensation  for
       their  service to the  Company  except for Dr.  Thumim who was granted an
       option which was  immediately  exercisable to purchase  200,000 shares of
       the Company's Common Stock at an exercise price of $0.04 per share.


       (2) Mr. Doretti served as President of the Company until May 19, 1994.  
       Mr. Doretti was the principal executive officer of the Company until the
       appointment of Dr. Thumim in July 1994.  See Item 13 "Certain 
       Relationships and Related Transactions".

       The following  table sets forth certain  information  with respect to the
unexercised  options to purchase  the Common  Stock  granted to the  individuals
named in the Summary Compensation Table. None of such individuals  exercised any
stock options during the year ended December 31, 1997.


                          Fiscal Year-End Option Values



                                                             Value of in-the
                                                            Money Options at 
                   Number of Unexercised Options at FY-End      FY-End
                   ---------------------------------------  
                   Exercisable        Non-Exercisable        Exercisable
Alfred I. Thumim      200,000               $ --                  (1)


        (1) The exercise  price of the options  outstanding at December 31, 1997
        was more than the closing bid price for the  Company's  Common  Stock on
        the OTC Bulletin Board on such date.

DIRECTORS' COMPENSATION

     The Corporation has no standard arrangement pursuant to which its Directors
are compensated in their capacity as directors.


1992 Stock Option Plan

Dr. Thumim received an Option for 200,000 shares in 1994 exercisable 
immediately.


         ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
         MANAGEMENT

         The  following  table sets forth,  as of April 12, 1996,  the names and
         beneficial  owners of shares of Common Stock of The Company by (I) each
         director  individually  itemized,  (ii) each  named  executive  officer
         disclosed  in the  "Summary  of  Compensation  Table",  and  (iii)  all
         directors and executive officers as a group without naming them. Except
         as  otherwise  indicated,  each person  named has sole  investment  and
         voting power with respect to the securities shown.


                                Post Thumim Acquisition

             Name               Number of Shares          Percent of Class


Alfred I. Thumim                       13,577,000                     81%
Joseph P. Drier                            --                         --
Robert L. Doretti                          --                         --
Executive Officers and
Directors (4 persons)                13,577,000 (1)                   81%

-----------------------------
(1)  Includes  (I)  100,000  shares of Common  Stock  owned  directly,  and (ii)
13,277,000  shares of Common Stock owned by The Thumim  Family  Partnership  LP,
which Dr. Thumim is sole General Partner.

                                                              - -



<PAGE>


                                VISION TEN, INC.




              ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company

         On March 31,  1994,  CPI acquired  approximately  53% of the issued and
         outstanding  capital  stock of the Company  together  with an option to
         acquire such number of  additional  shares of newly issued common stock
         of the Company as would be required  to provide CPI with  ownership  of
         80%  of the  capital  stock  of  the  Company.  Subsequent  to the  CPI
         Acquisition,  Messrs. Drier and Levangie and Dr. Thumim, each executive
         officers of CPI,  became  directors of the Company.  In connection with
         the  CPI  Acquisition,  Mr.  Doretti  entered  into  a  new  employment
         agreement  with the Company  pursuant to which Mr.  Doretti was granted
         options to purchase  60,000 shares of CPI common  stock.  Additionally,
         Mr. Levangie became the chief Financial  Officer of the Company and Dr.
         Thumim became the Chief  Executive  Officer.  See Item 10,  "DIRECTORS,
         EXECUTIVE  OFFICERS,  PROMOTERS AND CONTROL  PERSONS;  COMPLIANCE  WITH
         SECTION 16(A) OF THE EXCHANGE ACT"

        Acquisition by Thumim Family Partnership, L.P.

                           On April 3, 1995,  pursuant  to a  Purchase  and Sale
         Agreement  made as of March 25,  1995 by and  between  CPI and  Oxberry
         LLC., Dr.  Thumim,  the Chief  Executive  Officer and a director of the
         Company,  as  nominee  for a  limited  partnership  to be formed as the
         Thumim Family Partnership, L.P. (the "Partnership"),  acquired from CPI
         all of the securities issued or granted by the Company which were owned
         by CPI. Such securities  included  3,420,064 shares of Common Stock and
         the Option.  The consideration paid for the Common Stock and Option was
         $102,602.

         On March 28, 1996 The  Company  issued  3,121,300  shares of its Common
         Stock  in the  name of the  Thumim  Family  Partnership  LP  through  a
         reduction of intercompany  indebtedness due to Oxberry LLC for services
         and advances  provided by Oxberry LLC to the Company.  The indebtedness
         at March 28, 1996 was $185,000 and was converted at a rate of $.015 per
         share. ("The Partnership" ) is owned by Dr. Alfred I. Thumim who is the
         sole  General   Partner  and  Oxberry  LLC  which  is  owned  by  ("The
         Partnership") and Dr. Thumim. The additional shares owned by The Thumim
         Family  Partnership  LP gives it an  approximate  81%  ownership of the
         Company.

                                     PART IV


              ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

         a.       Exhibits.


     Exhibit
      Number       Description of Exhibit



                                       - -



<PAGE>


                                VISION TEN, INC.





        2+         Stock Purchase Agreement by and among Vision Ten, Inc., 
                   Tennity Group and Cybernetics Products, Inc., dated March 30,
                   1994

       2a**        Purchase and Sale Agreement, dated March 25, 1995, between
                   Cybernetics Products, Inc. and Oxberry LLC.

       3a*         Certificate of Incorporation, as amended

       3b*         Bylaws

       4a*         Specimen Common Stock Certificate

       4b*         Specimen Common Stock Purchase Warrant

       4c*         Form of Warrant Agreement between the Company and American 
                   Stock Transfer & Trust Company

       4d*         Form of Warrant Agreement between the Company and Thomas 
                   James Associates, Inc. (the "Representative")

       10a*        Lease between the Company and The Park Beyond The Park, dated
                   December 1, 1988

       10b*        Key Employee Agreement between the Company and Richard K.
                   Gerlach, dated March 31, 1989

       10c*        1989 Employee Stock Option Plan

     10d(1)*       Line of Credit Agreement with Security Pacific National Bank 
                   for $500,000, dated March 11, 1991

     10d(2)*       Letter  from  Security   Pacific   National  Bank  indicating
                   agreement  to convert  the balance on the line of credit to a
                   five-year term loan, dated October 24, 1991

       10e*        Memorandum of Agreement between the Tennity Group and the 
                   Company, dated April 11, 1990

       10f*        Corporate Refinancing Agreement between the Company, The 
                   Tennity Group, Greg Shannon, Sue Shannon and Richard Gerlach,
                   dated October 26, 1990


                                                              - -



<PAGE>


                                VISION TEN, INC.






     10g(1)*       Note payable to Greg Shannon in the amount of $250,000, date
                   March 31, 1989

     10g(2)*       Note payable to Greg Shannon in the amount of $100,000, dated
                   August 1, 1989

     10g(3)*       Note payable to Sue Shannon in the amount of $100,000, dated 
                   June 8, 1989

     10g(4)*       Note payable to Sue Shannon in the amount of $113,000, dated 
                   August 1, 1989

     10g(5)*       Note payable to Richard Gerlach in the amount of $8,000, 
                   dated October 18, 1989

     10g(6)*       Note payable to Richard Gerlach in the amount of $12,000, 
                   dated November 8, 1989

     10g(7)*       Note payable to Richard Gerlach in the amount of $60,000, 
                   dated November 17, 1989

     10g(8)*       Note payable to Richard Gerlach in the amount of $80,000, 
                   dated December 30, 1989

     10g(9)*       Note payable to Richard Gerlach in the amount of $8,500,
                   dated December 31, 1989

     10h(1)*       Warrant to purchase 11,679 shares of Common Stock at $.86 per
                   share issued to Greg
                   Shannon, dated March 31, 1989

     10h(2)*       Warrant to purchase 11,679 shares of Common Stock at $.86 per
                   share issued to Gary Birdsong, dated March 31, 1989

     10h(3)*       Four  warrants to purchase an aggregate  of 43,835  shares of
                   Common  Stock at  $12.84  per  share  issued  to Greg and Sue
                   Shannon, dated from March 31, 1989 to August 1, 1989

     10h(4)*       Ten  warrants to purchase an  aggregate  of 28,548  shares of
                   Common Stock at $12.84 per share  issued to Richard  Gerlach,
                   dated from September 26, 1989 to February 1, 1991

     10h(5)*       Warrants to purchase 1,090 shares of Common Stock at $12.84
                   per share issued to Spectrum Ten, dated January 3, 1990

     10h(6)*       Warrant to purchase  29,197  shares of Common  Stock at $2.57
                   per share issued to Marilyn Tennity, as trustee,  dated March
                   1, 1991



                                       - -



<PAGE>


                                VISION TEN, INC.





     10h(7)*       Warrant to purchase  29,197  shares of Common  Stock at $2.57
                   per share  issued to Greg and Susan  Shannon,  dated March 1,
                   1991

       10i*        Pre-market notification letter from the Food and Drug 
                   Administration, dated December 22, 1989

     10j(1)*       International Distributor Agreement between the Company and 
                   International Business Group, Ltd. for sales in Spain, dated 
                   July 13, 1990

      10j(2)       International Distributor Agreement between the Company and 
                   International Business Group, Ltd. for sales in Italy, dated 
                   July 13, 1990

     10j(3)*       Dealership Agreement between the Company and Laser Lines, 
                   Ltd., dated August 17, 1990

     10j(4)*       Dealership Agreement between the Company and E. G. Baldwin & 
                   Associates, Inc., dated September 17, 1990

     10j(5)*       Dealership Agreement between the Company and R-ray of 
                   Georgia, dated November 28, 1990

     10j(6)*       Dealership Agreement between the Company and Kansas City 
                   X-ray Corporation, dated September 19, 1990

     10j(7)*       Dealership Agreement between the Company and SBI, Inc., dated
                   October 30, 1990

     10k(1)*       License Agreement between the Company and Truvel Corporation,
                   dated March 1, 1989

     10k(2)*       Amendment to License Agreement with Truvel, dated July 17, 
                   1987

       10l*        Deferred Compensation Agreements between the Company and its
                   employees, dated September 27 and 28, 1990

       10m*        Consent of Diagnostic Imaging, dated August 23, 1991

       10n*        Consent of the American Medical Association

       10o*        Consent of the American Hospital Association



                                       - -



<PAGE>


                                VISION TEN, INC.





       10p*        Consent of Robert S. First, Inc.

     10q(1)*       Note payable to Pacific Business Capital Corporation in the 
                   amount of $200,000, dated September 19, 1991

     10q(2)*       Loan Agreement between the Company and Pacific Business 
                   Capital Corporation, dated September 19, 1991

       10r*        Form of Financial Consulting Contract between the Company and
                   the Representative

       28a*        Form of Agreement between the Representative and certain of 
                   the Company's officers, directors, and stockholders with 
                   respect to transferability of shares

       28b*        Form of Escrow Agreement among the Company, American Stock 
                   Transfer & Trust Company and certain stockholders of the
                   Company

        27         Financial Data Schedule

         b.        Reports on Form 8-K



        *          Incorporated by reference to the exhibits of the Company's 
                   Registration Statement on Form S-1 (File No. 33-41780).

        **         Incorporated  by  reference  to the  current  report Form 8-K
                   filed on April 10, 1995, by Cybernetics Products, Inc.

        +          Incorporated by reference to the 1993 annual report on Form 
                   10-KSB filed by Cybernetics Products, Inc. on March 31, 1994.


                                       - -


<PAGE>




                                VISION TEN, INC.




                                   SIGNATURES


        In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934,  the  issuer  caused  this  report  to be  signed  on  its  behalf  by the
undersigned, thereunto duly authorized.


                                                         VISION TEN, INC.



                                              By:/s/ Dr. Alfred I. Thumin
                                                Dr. Alfred I. Thumim
                                                Chief Executive Officer


        In accordance with the Exchange Act of 1934, this report has been signed
below by the  following  persons  on  behalf  of the  issuer  in the  capacities
indicated on April 14, 1998.



Signatures                                               Title


By:  /S/ Alfred I. Thumin                   Director, Chief Executive Officer
     Alfred I. Thumim                         (Principal Executive Officer)

By:  /S/ Thomas A. Carpenter                     Chief Financial Officer
     Thomas A. Carpenter

                                       - -