UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549FORM 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, 1999

                                       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, 1999
$97,694

         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, 1999): $ 58,154.

     The  number  of  shares  of the  issuer's  Common  Stock,  $.01 par  value,
outstanding as of December 31, 1999, was  15,303,796.




                                       2

<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 components. The Company has no employees and receives
          assembly labor as

                                       4

<PAGE>

          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 92% and 69% of the Company's
          sales during the years ended December 31, 1999 and 1998, 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, 1999,  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

                                       6
<PAGE>

          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
          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

1999

1st Quarter                     .07                                          .01
2nd Quarter                     .07                                          .01
3rd Quarter                     .07                                          .01
4th Quarter                     .05                                          .01

1998

1st Quarter                     .02                                          .01
2nd Quarter                     .03                                          .01
3rd Quarter                     .03                                          .01
4th Quarter                     .03                                          .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
                               1999     1998        (DECREASE)        (DECREASE)
                               ----     ----        ----------         ---------

         Total revenues:      $  98     $255          (157)                (61%)
         Cost of sales          204      416          (212)                (51%)
         Selling, general and
             administrative      37       39            (2)                 (5%)
         Research and
             development          0       18           (18)               (100%)


         NET LOSS             $(143)   $(218)          $75                   45%
                              ------   ------          ---                  ----


                                       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, 1999 COMPARED
              TO YEAR ENDED DECEMBER 31, 1998

Revenues for the year ended December 31, 1999 were $97,694  compared to revenues
of $255,643 for the  corresponding  period in 1998. The decline in revenues is a
direct result of a reduction in the  marketplace  for film x-rays which affected
the demand for the Company's medical film digitizing products.

Cost of sales for the year ended  December  31,  1999 were  $204,278  or 209% of
revenue, compared with $416,997 or 163% of revenues for the corresponding period
in 1998.  The increase in cost of sales  percentage  in 1999 compared to 1998 is
primarily a result of the removal of old style  inventory  for which there is no
demand.

Selling,  general and  administrative  expenses for the year ended  December 31,
1999 were $37,195 compared to $39,189 for the corresponding  period in 1998. 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, 1999 were
zero,  compared to $18,000 for the corresponding  year in 1998. The reduction of
this expense is attributable to the Company's temporary reduction in engineering
personnel, while it examines the marketplace for new products.

For the reasons set forth above,  net loss for the year ended  December 31, 1999
was $143,779, compared to a net loss of $218,540 for the corresponding period in
1998.

         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  $ 0 and  $132,000.  were  allocated by the
          affiliate for the years ended December 31, 1999 and 1998 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 2000.

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, 1999............................................F-3

Statements of Operations for the years ended
December 31, 1999 and 1998...................................................F-4

Statement of Stockholders' Equity for the years ended
December 31, 1999 and 1998...................................................F-5

Statements of Cash Flows for the years ended
December 31, 1999 and 1998...................................................F-6

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


<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,  1999  and  the  related  statements  of  operations,  changes  in
stockholders'  deficit and cash flows for the years ended  December 31, 1999 and
1998.  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, 1999 and the results of its  operations  and its cash flows for the
years ended  December 31, 1999 and 1998 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>
                                DECEMBER 31, 1999

                                     ASSETS

CURRENT ASSETS:
     Cash                                                           $     7,479
     Accounts receivable, less allowance for
       doubtful accounts of $153,000                                     21,653
     Inventories                                                        117,712
                                                                   -------------
        TOTAL CURRENT ASSETS                                            146,844
                                                                   =============



                                LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                           $   62,607
     Advance from affiliate                                             199,068
                                                                   -------------
        TOTAL CURRENT LIABILITIES                                       261,675
                                                                   -------------

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                                             (8,765,410)
                                                                   -------------
        TOTAL STOCKHOLDERS' DEFICIT                                    (764,831)
                                                                   -------------

                                                                     $  146,844
                                                                   =============




                       See notes to financial statements.

                                       F-3

<PAGE>
                                VISION TEN, INC.

                            STATEMENTS OF OPERATIONS

                                                      Year Ended December 31,
                                               ---------------------------------
                                                    1999               1998
                                               ---------------     -------------

REVENUES                                       $       97,694      $    255,643

COST OF GOODS SOLD                                    204,278           416,997
                                               --------------      -------------

GROSS LOSS                                           (106,584)         (161,354)
                                               --------------      -------------

OPERATING EXPENSES:
     Selling and marketing expenses                    33,078            29,726
     General and administrative expenses                4,117             9,460
     Product development                                    -            18,000
                                               --------------      -------------
                                                       37,195            57,186
                                               --------------      -------------

        TOTAL OPERATING EXPENSES                       37,195            57,186
                                               --------------      -------------

LOSS FROM OPERATIONS                                 (143,779)         (218,540)
                                               --------------      -------------

NET LOSS                                       $     (143,779)     $   (218,540)
                                               ==============      =============

NET LOSS PER COMMON SHARE:

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

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, 1998                   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)

     Net loss                                                                                         (143,779)          (143,779)
                                         --------------      -------------    ---------------    ----------------   ----------------

Balance at December 31, 1999                15,303,796       $   152,310      $  7,848,269       $  (8,765,410)     $     (764,831)
                                         ==============   ================    ===============    ================   ================





</TABLE>





                       See notes to financial statements.

                                       F-5
<PAGE>
                                VISION TEN, INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                      Year ended December 31,
                                                                                                 -----------------------------------
                                                                                                      1999               1998
                                                                                                 ----------------   ----------------
<S>                                                                                            <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                                    $     (143,779)    $      (218,540)
                                                                                                 ----------------   ----------------


     Changes in operating assets and liabilities:

         Decrease (increase) in accounts receivable                                                      65,383              (2,291)
         Decrease in other receivable                                                                         -              32,200
         Decrease (increase) in inventories                                                             149,336              42,820
         Increase (decrease) in accounts payable and accrued expenses                                   (74,578)            124,300
                                                                                                 ----------------   ----------------
            TOTAL ADJUSTMENTS                                                                           140,141             197,028
                                                                                                 ----------------   ----------------

NET CASH USED IN OPERATING ACTIVITIES                                                                    (3,638)            (21,512)
                                                                                                 ----------------   ----------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Advances from affiliates                                                                             2,357              18,161
                                                                                                 ----------------   ----------------

NET DECREASE IN CASH                                                                                     (1,281)             (3,351)

CASH, beginning of year                                                                                   8,760              12,110
                                                                                                ----------------   ----------------

CASH, end of year                                                                                $        7,479     $         8,760
                                                                                                ================   =================




</TABLE>





                       See notes to financial statements.

                                       F-6
<PAGE>
                                VISION TEN, INC.

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

1.       THE COMPANY

         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.

2.       SIGNIFICANT ACCOUNTING POLICIES

         A.    INVENTORIES  -  Inventories,  consisting  of  raw  materials  and
               finished goods are stated at lower of cost  (first-in,  first-out
               basis) or market.

         B.    FURNITURE  AND  EQUIPMENT - Property and  equipment are stated at
               cost.  Depreciation and amortization are provided  principally by
               the  straight-line  method based on the estimated useful lives of
               the assets.

         C.    REVENUE  RECOGNITION - The Company generally records revenue from
               the sale of its product at the time of shipment.

         D.    RESEARCH AND  DEVELOPMENT  - Research and  development  costs are
               charged to operations in the period incurred.

         E.    CASH AND CASH  EQUIVALENTS - Cash and cash  equivalents  includes
               cash on hand and on deposit and highly  liquid  debt  instruments
               with original maturities of three month or less.

         F.    INCOME  TAXES - As a result of changes in control of the  Company
               which  occurred  during 1994 and again in 1995, the amount of the
               Company's net  operating  losses that may be utilized for federal
               income tax  purposes in the  aggregate  and in any one year,  has
               been  substantially  reduced.  Operating  losses of approximately
               $6,000,000 generated through December 31, 1995 are subject to the
               aforementioned  limitations.  Net operating losses incurred since
               January 1, 1996 of $244,000  are not subject to such  reductions.
               For financial reporting purposes,  the deferred tax asset related
               to such net operating losses has been fully offset by a valuation
               allowance as there can be no certainty such net operating  losses
               will be fully utilized.

                                       F-7

<PAGE>



         G.    EARNINGS PER SHARE - Basic earnings per share has been calculated
               based  upon  the  weighted   average   number  of  common  shares
               outstanding.   The  Company  had  no  common  stock   equivalents
               outstanding  during the period,  therefore  diluted  earnings per
               share has not been provided.

         H.    ESTIMATES - The preparation of financial statements in conformity
               with generally accepted accounting principles requires management
               to make estimates and assumptions that effect the reported amount
               of assets and liabilities and disclosure of contingent assets and
               liabilities  at the  date  of the  financial  statements  and the
               reported  amount of revenues  and expenses  during the  reporting
               period. Actual results could differ from those estimates.

         I.    FAIR VALUE OF  FINANCIAL  INSTRUMENTS  - The  carrying  values of
               cash, accounts receivable,  accounts payable and accrued expenses
               approximate their fair values due to the short-term maturities of
               these assets and liabilities.

         J.    STOCK OPTIONS - Statement of Financial  Accounting  Standards No.
               123  ("SFAS  123"),  "Accounting  for Stock  Based  Compensation"
               permits  companies to choose to follow the accounting  prescribed
               by SFAS  No.  123  for  securities  issued  to  employees,  or to
               continue  to  follow  the  accounting   treatment  prescribed  by
               Accounting  Principles  Board Opinion No. 25 ("APB No. 25") along
               with the additional  disclosure  required under SFAS No. 123 if a
               company  elects to continue to follow APB No. 25. The Company has
               adopted  the  disclosure-only  option  of SFAS No.  123,  however
               required  disclosures  are  not  applicable  for the  year  ended
               December 31, 1999 and 1998.


3.       NOTE PAYABLE TO SHAREHOLDERS

         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.  On April 3, 1995,
         the shares of the Company's  outstanding capital stock owned by CPI was
         sold to Alfred I. Thumin as nominee for a limited partnership formed as
         the Thumin Family Partnership L.P. Subsequent to the CPI Acquisition, a
         $650,000 note payable was assigned to CPI. In connection with the Stock
         Sale, the $650,000 non - interest bearing note has been assigned by CPI
         to Alfred I. Thumin, as nominee,  for a limited  partnership  formed as
         the  Thumin  Partnership  L.P.  The  holder of the note will not pursue
         collection of the note prior to January 1, 2001.

4.       RELATED PARTY TRANSACTIONS

         Pursuant to a management  agreement in place between the Company and an
         affiliate,  the Company was allocated expenditures related to salaries,
         rent, telephone, and utilities by the

                                       F-8

<PAGE>


         affiliate.  The  salary  allocation  was  based on the  estimated  time
         incurred  by  employees  of the  affiliate  on behalf  of the  Company.
         Allocations for rent, telephone,  and utilities were based on an agreed
         upon percentage. There were no allocations made to the Company for year
         ended December 31, 1999 while approximately  $148,000 were allocated by
         the affiliate to the Company for the year ended December 31, 1998.

5.       MAJOR CUSTOMERS

         Two customers  accounted for approximately 45% and 44% of the Company's
         sales during the years ended December 31, 1999 and 1998, respectively.

                                       F-9







<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      60     Director and Chief                          7/18/94
                             Executive Officer

Robert L. Doretti     56     Director                                     5/6/92

Jack Lahav            51     Director                                     8/1/96

Dr. Leo Dagi          51     Director                                     8/1/96


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


                                       9
<PAGE>

     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.

     M r. 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, 1999,  1998, and 1997 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

         POSITION

                      Annual Compensation
                                                         LONG-TERM  COMPENSATION
                           YEAR             SALARY           AWARDS OPTIONS

 Alfred I. Thumim          1999              None                 --
President and CEO          1998              None                 --
                           1997              None                 --

 Robert L. Doretti         1999              None                 --
      Director             1998              None                 --
                           1997              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.

                                       10

<PAGE>

(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%

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"

         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

                                       11
<PAGE>

         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.
                                       12
<PAGE>

                                     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

       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

<PAGE>

     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

     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

<PAGE>

     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.



                                                   By:/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