U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                 Amendment 1 to
                                   Form 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended April 30, 2000
Commission file no.   0-29763


                              Central Visions, Inc.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

           Florida                                           65-0981247
------------------------------------              ------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                              Identification no.)


2958 Braithwood Court
Atlanta, GA                                                   30345
-----------------------------------                   --------------------------
(Address of principal executive offices)                             (Zip Code)


Issuer's telephone number: (770) 414-9596


Securities to be registered under Section 12(b) of the Act:


   Title of each class                            Name of each exchange on which
   to be so registered                            Each class to be registered

         None                                                 None
-----------------------------------              -------------------------------


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

                    Common Stock, $.0001 par value per share
            --------------------------------------------------------
                                (Title of class)




<PAGE>



     Indicate by 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 registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                         Yes  X      No
                             ---        ---

           As of April 30, 2000,  there are 5,500,000  shares of voting stock of
the registrant issued and outstanding.













<PAGE>



                                     PART I

Item 1.                        Financial Statements




CENTRAL VISIONS, INC.


TABLE OF CONTENTS






                                                                         Page

Accountants' Review Report                                               F-1

Balance Sheet                                                            F-2

Statement of Operations and Deficit Accumulated
           During the Development Stage                                  F-3

Statement of Changes in Stockholders' Equity                             F-4

Statement of Cash Flows                                                  F-5

Notes to Financial Statements                                            F-6







<PAGE>



                               Dorra Shaw & Dugan
                          Certified Public Accountants



INDEPENDENT ACCOUNTANTS' REVIEW REPORT


The Board of Directors and Stockholders
Central Visions, Inc.
Atlanta, GA


We have  reviewed the  accompanying  balance sheet of Central  Visions,  Inc. (a
Florida  corporation and a development  stage company) as of April 30, 2000, and
the related  statements of Deficit  accumulated  during the  development  stage,
changes in stockholders' equity, and Cash Flows for the period February 15, 2000
(date of  inception)  to April  30,  2000,  in  accordance  with  Statements  on
Standards for Accounting and Review Services issued by the American Institute of
Certified  Public  Accountants.  All  information  included  in these  financial
statements is the representation of the management of Central Visions, Inc.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based  upon our  review,  we are not aware of any  material  modifications  that
should be made to the accompanying  financial statements in order for them to be
in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has incurred net losses since its inception. The Company's financial
position and  operating  results  raise  substantial  doubt about its ability to
continue as a going concern.  Management's plan regarding those matters also are
described in Note D. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.




Certified Public Accountants
June 12, 2000








                       270 South County Road * Palm Beach,
                       FL 33480 Telephone (561) 822-9955 *
                               Fax (561) 832-7580
                              Website: dsd-cpa.cpm
                                       F-1


<PAGE>




<TABLE>
<CAPTION>
CENTRAL VISIONS, INC.
(A Development Stage Company)

BALANCE SHEET



April 30,                                                                                    2000
------------------------------------------------------------------------------- ------------------
<S>                                                                             <C>

ASSETS

Current Assets:
     Cash                                                                       $             570
------------------------------------------------------------------------------- ------------------

TOTAL CURRENT ASSETS                                                                          570
------------------------------------------------------------------------------- ------------------

                                                                                $             570
------------------------------------------------------------------------------- ------------------

LIABILITIES

Current Liabilities:
     Accrued expenses                                                           $               88
------------------------------------------------------------------------------- ------------------

TOTAL CURRENT LIABILITIES                                                                       88
------------------------------------------------------------------------------- ------------------

                                                                                                88
------------------------------------------------------------------------------- ------------------

STOCKHOLDERS' EQUITY

     Common stock - $.0001 par value - 50,000,000 shares authorized
           5,500,000 shares issued and outstanding                                             550
     Preferred stock - no par value - 10,000,000 shares authorized
           No shares issued and outstanding                                                      -
     Additional paid-in-capital                                                              3,050
     Deficit accumulted during the development stage                                        (3,118)
------------------------------------------------------------------------------- ------------------

TOTAL STOCKHOLDERS' EQUITY                                                                     482
------------------------------------------------------------------------------- ------------------

                                                                                $              570
------------------------------------------------------------------------------- ------------------
</TABLE>






     The accompanying notes are an integral part of the financial statements

                                       F-2


<PAGE>




<TABLE>
<CAPTION>
CENTRAL VISIONS, INC.
(A Development Stage Company)

STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE




For the period February 15, 2000 (date of inception) to April 30,           2000
------------------------------------------------------ --------------- --------------------
<S>                                                    <C>             <C>
Revenues                                                               $                 -
------------------------------------------------------ --------------- --------------------


Operating expenses:
    Professional fees                                   $      3,000
    Bank charges                                                  30
    Organizational costs                                          88
                                                                                     3,118
------------------------------------------------------ --------------- --------------------

Loss before income taxes                                                            (3,118)
Income  taxes                                                                            -
------------------------------------------------------ --------------- --------------------

Net loss                                                                            (3,118)
------------------------------------------------------ --------------- --------------------

Deficit accumulated during
    the development stage - April 30, 2000                              $           (3,118)
------------------------------------------------------ --------------- --------------------

Net loss per share                                                       $         (0.0006)
------------------------------------------------------ --------------- --------------------
</TABLE>








     The accompanying notes are an integral part of the financial statements

                                       F-3



<PAGE>




<TABLE>
<CAPTION>
CENTRAL VISIONS, INC.
(A Development Stage Company)

Statement of Cash Flows





For the period February 15, 2000 (date of inception) to April 30,                  2000
--------------------------------------------------------------------- -----------------
<S>                                                                   <C>
Operating Activities:
           Net loss                                                     $       (3,118)
     Adjustments to reconcile net loss to net cash
          provided by operating activities:
               Increase in:
                   Accrued expenses                                                 88
                   Issuance of common stock for services                         2,500
--------- ---- ------------------------------------------------------ -----------------

Net cash used by operating activities
                                                                                  (530)
--------------------------------------------------------------------- -----------------

Financing activities:
     Issuance of Common Stock                                                    1,100
--------------------------------------------------------------------- -----------------

Net cash provided by financing activities                                        1,100
--------------------------------------------------------------------- -----------------

Net increase in cash                                                               570
--------------------------------------------------------------------- -----------------

 Cash - April 30, 2000                                                 $           570
--------------------------------------------------------------------- -----------------
</TABLE>








     The accompanying notes are an integral part of the financial statements

                                       F-4




<PAGE>



<TABLE>
<CAPTION>
CENTRAL VISIONS, INC.
(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY





For the period February 15, 2000 (date of inception) to April 30,                     2000
------------------------------------------------------------------------------- ---------------------------------------------
                                                                                        Additional
                                           Number of          Preferred       Common    Paid - In      Accumulated
                                            Shares              Stock          Stock     Capital         Deficit       Total
                                          ---------------- --------------- ----------- ------------- --------------- --------------
<S>                                       <C>              <C>             <C>         <C>            <C>            <C>

Issuance of Common Stock:
                        February 15, 2000       5,500,000   $       -      $      550  $      3,050   $         -    $     3,600

Net Loss                                                -           -               -             -        (3,118)        (3,118)

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

                                                5,500,000   $       -      $      550  $      3,050   $    (3,118)   $       482
----------------------------------------- ---------------- --------------- ----------- ------------- --------------- --------------
</TABLE>









     The accompanying notes are an integral part of the financial statements

                                       F-5




<PAGE>



                              CENTRAL VISIONS, INC.
                          NOTES TO FINANCIAL STATEMENTS

Note A - Summary of Significant Accounting Policies:

Organization

Central  Visions,  Inc. (a development  stage company) is a Florida  Corporation
incorporated on February 15, 2000.

The Company  conducts  business from its headquarters in Atlanta,  Georgia.  The
Company has not yet engaged in its expected  operations.  The future  operations
will be to merge with or acquire an existing company.

The Company is in the  development  stage and has not yet acquired the necessary
operating assets; nor has it begun any part of its proposed business.  While the
Company  is  negotiating  with  prospective  personnel  and  potential  customer
distribution  channels,  there is no assurance that any benefit will result from
such activities.  The Company will not receive any operating  revenues until the
commencement of operations, but will continue to incur expenses until then.

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected an January 31 year-end.

Start - Up Costs

Start - up and organization costs are being expensed as incurred.

Loss Per Share

The  computation  of loss per  share of  common  stock is based on the  weighted
average number of shares outstanding at the date of the financial statements.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Interim Financial Statements

The April 30, 2000 interim financial  statements include all adjustments,  which
in the  opinion  of  management  are  necessary  in order to make the  financial
statements not misleading.

Note B - Stockholders' Equity:

The Company has authorized  50,000,000  shares of $.0001 par value common stock.
On February 15, 2000,  the company  authorized  and issued  5,500,000  shares of
restricted  common stock to two investors for $1,100 in cash plus service valued
at $2,500. In addition, the Company authorized 10,000,000 shares of no par value
preferred stock with the specific terms, conditions, limitations and preferences
to be  determined  by the Board of  Directors.  None of the  preferred  stock is
issued and outstanding as of April 30, 2000.

                                       F-6


<PAGE>



                              CENTRAL VISIONS, INC.
                          NOTES TO FINANCIAL STATEMENTS


Note C - Income Taxes:

The Company has a net operating  loss carry forward of $3,030 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2020.

The amount recorded as deferred tax assets,  cumulative, as of April 30, 2000 is
$500, which represents the amounts of tax benefits of loss  carry-forwards.  The
Company has  established  a valuation  allowance  for this deferred tax asset of
$500, as the Company has no history of profitable operations.

Note D - Going Concern:

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $3,030 from  February  15, 2000 (date of  inception)  through  April 30,
2000.  The ability of the Company to  continue as a going  concern is  dependent
upon commencing  operations and obtaining additional capital and financing.  The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going  concern.  The Company is currently
seeking a merger  partner or an  acquisition  candidate to allow it to begin its
planned operations.







                                       F-7


<PAGE>




Item 2. Management's Discussion and Analysis or Plan of Operation

     The Company is considered a development  stage company with limited  assets
or capital,  and with no operations or income. The costs and expenses associated
with the  preparation  and  filing  of this  registration  statement  and  other
operations of the Company have been paid for by a shareholder,  specifically  M.
Investments, Inc. M. Investments, Inc. has agreed to pay future costs associated
with filing future  reports under  Exchange Act of 1934 if the Company is unable
to do so. It is anticipated  that the Company will require only nominal  capital
to maintain the  corporate  viability of the Company and any  additional  needed
funds will most likely be provided by the Company's existing shareholders or its
sole officer and director in the immediate future. Current shareholders have not
agreed upon the terms and  conditions of future  financing and such  undertaking
will be subject to future negotiations,  except for the express commitment of M.
Investments, Inc. to fund required 34 Act filings. Repayment of any such funding
will also be subject to such negotiations.  However,  unless the Company is able
to facilitate an acquisition of or merger with an operating  business or is able
to obtain significant  outside  financing,  there is substantial doubt about its
ability to continue as a going concern.

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

     Management  plans may but do not currently  provide for experts to secure a
successful  acquisition or merger partner so that it will be able to continue as
a going concern.  In the event such efforts are  unsuccessful,  contingent plans
have been  arranged to provide  that the  current  Director of the Company is to
fund required  future filings under the 34 Act, and existing  shareholders  have
expressed an interest in additional funding if necessary to continue the Company
as a going concern.

Plan of Operation

     During the next twelve  months,  the  Company  will  actively  seek out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business  ventures.  In its search for business  opportunities,
management  will follow the  procedures  outlined  in Item 1 above.  Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue  expenses until such time as
a successful business consolidation can be made. The Company will not be make it
a condition that the target company must repay funds advanced by its officer and
director.  Management  intends  to hold  expenses  to a  minimum  and to  obtain
services on a contingency  basis when possible.  Further,  the Company's officer
and director will defer any  compensation  until such time as an  acquisition or
merger can be  accomplished  and will  strive to have the  business  opportunity
provide his  remuneration.  However,  if the Company engages outside advisors or
consultants  in its search for business  opportunities,  it may be necessary for
the Company to attempt to raise  additional  funds.  As of the date hereof,  the
Company has not made any  arrangements  or definitive  agreements to use outside
advisors or consultants  or to raise any capital.  In the event the Company does
need to raise capital most likely the only method available to the Company would
be the private sale of its


<PAGE>



securities. Because of the nature of the Company as a development stage company,
it is  unlikely  that it could make a public  sale of  securities  or be able to
borrow any significant sum from either a commercial or private lender. There can
be no assurance that the Company will able to obtain additional funding when and
if  needed,  or that  such  funding,  if  available,  can be  obtained  on terms
acceptable to the Company.

     The  Company  does not  intend  to use any  employees,  with  the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is convinced  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.


PART II

Item 1. Legal Proceedings.

     The Company is currently not a party to any pending legal  proceedings  and
no such action by, or to the best of its knowledge, against the Company has been
threatened.

Item 2. Changes in Securities and Use of Proceeds

           None

Item 3. Defaults in Senior Securities

           None

Item 4. Submission of Matters to a Vote of Security Holders.

     No matter was submitted  during the quarter ending April 30, 2000,  covered
by this report to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.

Item 5. Other Information

           None

Item 6. Exhibits and Reports on Form 8-K

(a)  The exhibits  required to be filed herewith by Item 601 of Regulation  S-B,
     as described in the following index of exhibits, are incorporated herein by
     reference, as follows:






<PAGE>


Item 1.                        Index to Exhibits

           The following exhibits are filed with this Registration Statement:

Exhibit No.    Exhibit Name

3(i).1         Articles of Incorporation filed February 15, 2000 filed with 10SB
               on March 2, 2000

3(ii).1        By-laws filed with 10SB on March 2, 2000

27     *       Financial Data Schedule
----------------------
(* filed herewith)


Item 2.                        Description of Exhibits

           See Item 1 above.

                                   Signatures
                               -------------------

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

                                     Central Visions, Inc.
                                     (Registrant)

Date: June 14, 2000                  BY:  /s/ Mark A. Mintmire
                                     ------------------------------------
                                       Mark A. Mintmire,  President

           In  accordance  with the  Exchange  Act,  this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

Date                      Signature                       Title

June 14, 2000             BY:/s/ Mark A. Mintmire
                         -------------------------
                         Mark A. Mintmire                President, Secretary,
                                                         Treasurer, Director