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, 1998
                                       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        0-17878
                                    ---------------

                                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


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

<PAGE>


         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

         Issuer's  revenues  for  its most recent fiscal year ended December 31,
 1998      $255,643.


         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, 1998): $ 58,154.

         The number of shares  of  the  issuer's  Common Stock,  $.01 par value,
 outstanding as of December 31, 1998, was  15,303,796






<PAGE>





                                     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

          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.

                                       3

<PAGE>


         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!(R)  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 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

                                       4
<PAGE>

         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

         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 69% and 26%  of the Company's
         sales during the years ended December 31,1998 and 1997, 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.



                                       5
<PAGE>


         Employees

         At December  31, 1998,  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 Manufacturing 2,000(1)        Leased


         (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

                                     PART II



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

                                       6
<PAGE>

         traded.  High and low bid  information  for the  Common  Stock  and the
         Warrants as reported by the OTC Bulletin Board for specified  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):



                                                   BID
Common Stock                 High                                            Low

1998

1st Quarter                   .02                                            .01
2nd Quarter                   .03                                            .01
3rd Quarter                   .03                                            .01
4th Quarter                   .03                                            .01

1997

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



         At December 31, 1998,  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.


ITEM 6.       SELECTED FINANCIAL DATA

         The following table presents condensed financial data  of  the  Company
         for the periods indicated:
         (in thousands)
                                                    $ Increase        % Increase
                                 1998     1997      (Decrease)        (Decrease)
                                 ----     ----      ----------        ----------

         Total revenues:        $ 255     $123         133                  108%
         Cost of sales            416       96         320                  333%
         Selling, general and
             administrative        39       57         (18)                (31%)
         Research and
             development           18       36         (18)                (50%)


         Net loss               $(218)  $  (66)     $ (152)               (230%)
                               =======  =======    ========            =========


                                        7
<PAGE>






ITEM 7.       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.

         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, 1998 Compared
           to Year Ended December 31, 1997

Revenues for the year ended December 31, 1998 were $255,643 compared to revenues
of $123,252 for the corresponding  period in 1997. The increase in revenues is a
direct  result  of orders  being  placed to  replenish  inventory  by one of the
Company's major customers.

Cost of sales for the year ended  December  31,  1998 were  $416,997  or 163% of
revenue,  compared with $95,937 or 78% of revenues for the corresponding  period
in 1997.  The increase in cost of sales  percentage  in 1998 compared to 1997 is
primarily  a  result  of the  obsolescence  of  inventory  used  in  some of the
Company's older products.

Selling,  general and  administrative  expenses for the year ended  December 31,
1998 were $39,186 compared to $57,241 for the corresponding  period in 1997. The
reduction  of these  expenses is  attributable  to the  Company's  reduction  in
selling and administrative personnel and facility costs.

                                       8
<PAGE>

Research  and  development  expenses  for the year ended  December 31, 1998 were
$18,000,  compared to $36,000 for the corresponding  year in 1997. The reduction
of this  expense is  attributable  to the  Company's  reduction  in  engineering
personnel.

For the reasons set forth above,  net loss for the year ended  December 31, 1998
was $218,540,  compared to a net loss of $65,926 for the corresponding period in
1997.



         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 $132,000. and $148,000.
were  allocated by the affiliate for the years ended  December 31, 1998 and 1997
respectively.

         To the extent  required, the  Company's  Chief  Executive  officer  was
committed to fund operations to the extent  that operating cash  flows  are  not
sufficient in 1999.
<PAGE>

ITEM 8.       FINANCIAL STATEMENTS

         Response  to this  item is  submitted  as a  separate  section  to this
report.

<PAGE>



                                VISION TEN, INC.

                          INDEX TO FINANCIAL STATEMENTS

                                                                        PAGE NO.

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

Balance Sheet - December 31, 1998............................................F-3

Statements of Operations for the years ended
December 31, 1998 and 1997...................................................F-4

Statement of Stockholders' Equity for the years ended
December 31, 1998 and 1997...................................................F-5

Statements of Cash Flows for the years ended
December 31, 1998 and 1997...................................................F-6

Notes to Financial Statements........................................ F-7 to F-9


                                      F-1

<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,  1998 and the  related  statements  of  operations,  changes in
stockholders'  deficit and cash flows for the years ended  December 31, 1998 and
1997.  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, 1998 and the results of its  operations  and its cash flows for
the years ended December 31, 1998 and 1997 in conformity with generally accepted
accounting principles.

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

March 10, 2000
New York, New York

                                       F-2





<PAGE>

ITEM 8.       FINANCIAL STATEMENTS

                                VISION TEN, INC.

                                  BALANCE SHEET

                                DECEMBER 31, 1998

                                     ASSETS

CURRENT ASSETS:
     Cash                                                           $     8,760
     Accounts receivable, less allowance for
         doubtful accounts of $123,000                                   87,036
     Inventories                                                        267,048
                                                                    ------------
        TOTAL CURRENT ASSETS                                            362,844
                                                                    ============



                                LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                         $    137,185
     Advance from affiliate                                             196,711
                                                                    ------------
        TOTAL CURRENT LIABILITIES                                       333,896
                                                                    ------------
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                                             (8,621,631)
                                                                    ------------
        TOTAL STOCKHOLDERS' DEFICIT                                    (621,052)
                                                                    ------------
                                                                   $    362,844
                                                                    ============




                       See notes to financial statements.

                                       F-3
<PAGE>

                                VISION TEN, INC.

                            STATEMENTS OF OPERATIONS

                                                    Year Ended December 31,
                                         ---------------------------------------
                                                1998                   1997
                                         ------------------   ------------------

REVENUES                                  $         255,643   $         123,252

COST OF GOODS SOLD                                  416,997              95,937
                                         ------------------   ------------------

GROSS (LOSS) PROFIT                                (161,354)             27,315
                                         ------------------   ------------------

OPERATING EXPENSES:
     Selling and marketing expenses                  29,726              33,919
     General and administrative expenses              9,460              23,322
     Product development                             18,000              36,000
                                         ------------------   ------------------
                                                     57,186              93,241
                                         ------------------   ------------------

       TOTAL OPERATING EXPENSES                      57,186              93,241
                                         ------------------   ------------------

LOSS FROM OPERATIONS                               (218,540)            (65,926)
                                         ------------------   ------------------

NET LOSS                                 $         (218,540)  $         (65,926)
                                         ==================   ==================

NET LOSS PER COMMON SHARE:

     Net loss per common share - basic   $            (0.01)  $           (0.00)
                                         ==================   ==================

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING                                 15,303,796          15,303,796
                                         ==================   ==================

















                       See notes to financial statements.

                                       F-4

<PAGE>



                                VISION TEN, INC.

                       STATEMENT OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>


                                                     Common Stock                  Additional
                                       -----------------------------------          Paid-in             Accumulated
                                               Shares            Amount              Capital             Deficit             Total
                                       -----------------------------------    ---------------    ----------------   ----------------
<S>                                       <C>             <C>                <C>                <C>            <C>    <C>

Balance at January 1, 1997                  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)

     Net loss                                      -                  -                  -            (218,540)          (218,540)
                                       ----------------   ----------------    ---------------    ----------------   ----------------

Balance at December 31, 1998                15,303,796     $    152,310   $      7,848,269   $      (8,621,631) $        (621,052)
                                       ================   ================    ===============    ================   ================










</TABLE>

                       See notes to financial statements.

                                       F-5
<PAGE>



                                VISION TEN, INC.

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                    Year ended December 31,
                                                                                               -----------------------------------
                                                                                                    1998               1997
                                                                                               ----------------   ----------------
<S>                                                                                         <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                                  $      (218,540)   $       (65,926)
                                                                                               ----------------   ----------------

     Adjustments to reconcile net
       loss to net cash used in operating activities:

         Depreciation                                                                                        -              8,035

     Changes in operating assets and liabilities:

         Decrease (increase) in accounts receivable                                                     (2,291)            34,965
         Decrease in other receivable                                                                   32,200                  -
         Decrease (increase) in inventories                                                             42,820              7,639
         Increase (decrease) in accounts payable and accrued expenses                                  124,300           (116,676)
                                                                                               ----------------   ----------------
         TOTAL ADJUSTMENTS                                                                             197,029            (66,037)
                                                                                               ----------------   ----------------

NET CASH USED IN OPERATING ACTIVITIES                                                                  (21,511)          (131,963)
                                                                                               ----------------   ----------------


CASH FLOW FROM FINANCING ACTIVITIES:
     Advances from affiliates                                                                           18,161            110,069
                                                                                               ----------------   ----------------

NET DECREASE IN CASH                                                                                    (3,350)           (21,894)

CASH, beginning of year                                                                                 12,110             34,004
                                                                                               ----------------   ----------------

CASH, end of year                                                                                $       8,760    $        12,110
                                                                                               ================   ================




</TABLE>





                       See notes to financial statements.

                                       F-6








<PAGE>

ITEM 9.      CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None


                                    PART III


ITEM 10.      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           59         Director and Chief                 7/18/94
                                      Executive Officer

Robert L. Doretti          55         Director                            5/6/92

Jack Lahav                 50         Director                            8/1/96

Dr. Leo Dagi               50         Director                            8/1/96

                                       9
<PAGE>


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.

     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.  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 11.      EXECUTIVE COMPENSATION

         The following  table  summarizes the  compensation  for the years ended
         December 31, 1998,  1997, and 1996 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.

                                                                       Long-Term
  Name and Principle                                                Compensation
    Position                                                      Awards Options
                                Annual Compensation
                       Year            Salary
 Alfred I. Thumim      1998            None                                   --
President and CEO      1997            None                                   --
                       1996            None                                   --

 Robert L. Doretti     1998            None                                   --
      Director         1997            None                                   --
                       1996            None                                   --

                                       10
<PAGE>

(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".


DIRECTORS' COMPENSATION

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



ITEM 12.      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.


ITEM 13.      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"

                                       11
<PAGE>

         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 14.      EXHIBITS AND REPORTS ON FORM 8-K

         a.       Exhibits.

  Exhibit Number
                   Description of Exhibit

        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

                                       12
<PAGE>

     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

     10g(1)*   Note  payable to Greg  Shannon in the amount of  $250,000,  dated
               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

     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

                                       13
<PAGE>

     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

     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>




                                   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, July 7, 2000.


                                                          VISION TEN, INC.

                                                     /s/ Dr. Alfred I. Thumim
                                                         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 July 7, 2000.



Signatures                                                        Title


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


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