UNITED STATES SECURITIES AND EXCHANGE COMMISSION









Washington, D.C. 20549











Form 10-KSB













X  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934









For the Fiscal Year Ended:  
July 31, 2002









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:
333-68942













Lasik America, Inc.











(Name of small business issuer in its charter)









Nevada, USA                                                                                                                                                              
88-0490720













(State or other Jurisdiction(IRS Employer
Identification No.)













of Incorporation or Organization)











6646 Indian School Road, N.E., Albuquerque, New Mexico 87110











(Address of principal executive offices)













(505) 837-2020





(Issuer's Telephone Number)







Securities to be registered pursuant to Section 12(b) of the Act:  None











Securities  registered pursuant to Section 12(g) of the Act:  
2,216,043 Common Shares, no par value











(Title of Class)









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
report(s), and (2) has been subject to such filing requirements for the
past 90 days.  Yes ___   No X













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 registrant'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.  ___











State the issuer's revenues for its most recent fiscal year:  
$ 1,311,569











The aggregate
market value of the voting and non-voting common equity held by non-affiliates
at July 31, 2002 was
$ 0











As of July 31,
2002, issuer had 2,216,043 shares of common equity
issued and outstanding.



As of May 9,
2003, issuer had 2,226,043 shares of common equity issued and outstanding.











Transitional Small Business Disclosure Format:  Yes ___  No
X























LASIK AMERICA, INC.











Form 10-KSB









TABLE OF CONTENTS

















PART I







Page













Item 1.     Description of Business























Item 2.     Description of Property











Item 3.     Legal Proceedings











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











PART II











Item 5.     Market for Common Equity and Related Stockholder Matters











Item 6.     Management's Discussion and Analysis or Plan of Operation











Item 7.     Financial Statements











Item 8.     Changes In and Disagreements With Accountants on AccountingAnd Financial Disclosure













PART III











Item 9.     Directors, Executive Officers, Promoters and Control Persons,Compliance With Section 16(a) of the Exchange Act













Item 10.     Executive Compensation











Item 11.     Security Ownership of Certain Beneficial Owners andManagement













Item 12.     Certain Relationships and Related Transactions











Item 13.     Exhibits and Reports on Form 8-K















PART I











ITEM 1.      DESCRIPTION OF BUSINESS









LASIK America, Inc. ("Lasik" or the "Company") provides laser vision correction procedures to
individuals, at their New Mexico Center Office in Albuquerque, New Mexico. 
Lasik's ophthalmologist, and those with whom the Company is affiliated, provide these services
using state-of-the-art excimer laser technology. Lasik opened its first LASIK
America center in Albuquerque, New Mexico in May 2001.

Corporate background

The Company was incorporated in Nevada on March 21, 2001 as LASIK America,
Inc., and since that time has been providing laser vision correction services using the VISX,
Incorporated excimer laser.

Business Strategy

Lasik is a provider of laser vision correction procedures in New Mexico. In
order to expand and grow its business,
the Company hopes to implement the following strategies:

-   Expand its geographic presence
by opening additional centers, with the first expansion center targeted for Las
Vegas, Nevada;

-    Equip its centers with state-of-the-art medical technologies;

-    Recruit, employ and affiliate talented ophthalmologists and optometrists and  capitalize on these doctors' relationships within their local communities; and

-    Increase its marketing and sales efforts to further penetrate  target
markets.

The Industry

The laser vision correction industry has experienced
dramatic growth during the past five years. Since 1995, approximately 2.25
million Americans have had refractive surgery, including more than 1.5 million
who have had LASIK surgery. The American Society of Cataract and Refractive
Surgery has concluded that in 2001, approximately 1.8 million LASIK procedures,
or 900,000 patients had LASIK eye surgery. The growth trend in LASIK
surgical procedures during the last five years has been dramatic, with
approximately 170,000 procedures occurring in 1997, 440,000 in 1998, 870,000 in
1999 and 1,500,000 procedures in 2000. Total sales for the laser vision
correction industry have been over $1.0 billion since approval of the excimer
laser in the U.S. in October 1995. The Company believes that it can take
advantage of this growing market through the opening of its New Mexico Center Office, and plans
to selectively expand its ability to provide laser vision corrective surgery to
new clients by expanding  its services to other selected geographic markets.

Currently, all of Lasik's revenues are generated in its New Mexico center by
delivering laser vision correction surgical procedures to clients primarily in
the Albuquerque metropolitan area. Lasik's revenue is based upon the number of
laser vision correction procedures done at its center and is dependent on
whether the procedure is completed by one of its affiliated doctors or an
employed doctor. Lasik believes that as laser vision surgery becomes more
acceptable to the patient population and our advertising and marketing effort
takes effect, more clients will have laser vision surgery at our center, and in
turn, we expect their
revenues to increase.

Common refractive vision disorders

Refractive vision
disorders typically result from improper curvature of the cornea relative to the
size and shape of the eye. If the curvature of the cornea is not precisely
correct, it cannot properly focus the light passing through it onto the retina.
The result is a blurred image. The three most common refractive vision disorders
are:

-    Myopia, also known as nearsightedness--images focus in front of the
retina, resulting in a blurred perception of distant objects;

-    Hyperopia, also
known as farsightedness--images focus behind the retina, resulting in a blurred
perception of near objects;

-    Astigmatism
-- images do not focus on any point due
to the varying curvature of the eye along different axes.

Corrective laser
vision procedures.  Currently, eyeglasses and contact lenses are the most common
and traditional means of correcting common vision disorders. Vision correction
is achieved through the use of corrective lenses over the eye. Laser vision
correction procedures are designed to reshape the outer layers of the eye to
correct refractive vision disorders. Changing the curvature of the cornea with
an excimer laser eliminates or reduces the need for corrective lenses. We use
the excimer laser, which is approved to treat nearsightedness
within parameters of the optical power of the human eye, and is approved to
treat farsightedness and astigmatism within other parameters that measure the
optical power of the eye.

There are currently two outpatient procedures that we
offer at our LASIK-America centers that use the excimer laser to correct common
refractive vision disorders. One is laser in-situ keratomileusis, commonly known
as LASIK and the other is photorefractive keratectomy, commonly known as PRK.
Prior to either LASIK or PRK, an assessment is made of the correction required
to program the excimer laser. Using a specially developed algorithm, the
software of the excimer laser then calculates the optimal number of pulses
needed to achieve the intended correction. The patient reclines in a chair, eyes
focused on a fixed target, while the doctor positions the patient's cornea for
the procedure. An eyelid holder is inserted to prevent blinking and topical
anesthetic eye drops are applied. The excimer laser emits energy in a series of
pulses, with each pulse lasting only a few billionths of a second. High-energy
ultraviolet light  produced by the excimer laser creates a non-thermal process
known as ablation, which removes tissue and reshapes the cornea without damaging
adjacent tissue. The amount of tissue removed depends upon the amount of corneal
reshaping required to correct the vision disorder. The typical procedure takes
15 to 30 minutes from set-up to completion, while the excimer laser is generally
used for less than 40 seconds. The front surface of the eye is flattened when
corrected for nearsightedness and steepened when corrected for farsightedness.
In effect, the change made in the middle or periphery of the cornea is
translated to the front surface of the cornea and results in vision correction.

After the procedure, a series of patient follow-up visits are scheduled
in Lasik's center, with an ophthalmologist or optometrist, to monitor the corneal
healing process, to verify that there are no complications and to test the
amount of correction achieved by the laser vision correction procedure.

LASIK

LASIK was approved for commercial use in the U.S. in 1999. Currently, the
majority of laser vision correction procedures are LASIK, since it is believed
that LASIK generally allows for:

-    More precise correction than PRK for higher
levels of nearsightedness and farsightedness, with or without astigmatism;

-    Greater predictability of results;

-    Shorter
patient recovery times with less
discomfort; and

-    Decreased possibility of corneal regression.

In the LASIK
procedure, a small flap of the cornea is raised by use of a microkeratome, a
tiny surgical blade with rapid oscillations. The laser is then applied to the
surface of the cornea under the flap and the flap is put back in place.
Generally, no bandage contact lens is required and the patient experiences
minimal discomfort.  LASIK has the advantage of a quicker recovery as
compared to PRK. With LASIK, our experience has been that most clients see well
enough to drive a car the next day and heal completely within one to three
months. LASIK generally allows a doctor to treat both eyes in one visit.

PRK

In PRK procedures, the doctor removes the thin layer of cells covering the outer
surface of the cornea by applying the excimer laser pulses directly to the
surface of the cornea.

Following the PRK procedure, a contact lens bandage is
placed on the eye to protect it. The patient typically experiences discomfort
for up to 24 hours and blurred vision for up to 72 hours until the epithelium,
the outer surface of the cornea, heals. To alleviate discomfort and promote
corneal healing, a doctor will typically prescribe topical pharmaceuticals.
Although a patient usually experiences improvement in clarity of vision within a
few days following the procedure, it usually takes one to three months for the
full benefit of the PRK procedure to be realized. Clients usually have one eye
treated per visit.

Lasik's laser vision correction center

Lasik operates one laser vision correction
center in Albuquerque, New Mexico, utilizing
affiliated and employed doctors. This center is supported by the Company's fully
credentialed ophthalmologist and optometrist who perform pre-procedure
evaluations, laser vision correction procedures, and post-procedure follow-ups.

Lasik's center has a fully-equipped
laser procedure room and three ophthalmic examination rooms: A post-operative
room, a vision screening room, a sales and business office and a patient waiting
area. It is equipped with a VISX Star laser. The Company also has corneal topography
instruments, ophthalmic examination equipment, a computer system, and standard
office equipment.

Our intellectual property rights and licenses

In order to provide laser vision corrective surgical procedures to
our
clients, the Company acquired an excimer laser and related medical equipment and
established a facility for the delivery of the surgical procedures. By sales
agreement entered into on May 3, 2001 between Dr. Silverman, Lasik's chief executive officer, and
TrueVision, a related party supplier, Dr. Silverman purchased medical equipment required to perform laser
vision corrective surgery, for a total of $64,000. The purchase price of the
equipment is payable under the terms of a promissory note executed by Dr.
Silverman providing for 18 monthly payments of $3,423.26 commencing June 1,
2001. The repayment of this amount is collateralized by a first priority lien on
the equipment in favor of the seller. Dr. Silverman also entered into a loan and
security agreement with DVI Financial, Inc. for the purpose of assuming the
balance due on the purchase of the excimer laser used in our facility, whereby
Dr. Silverman agreed to pay a total of $185,596 in 30 monthly installments of
$6,186.55 commencing June 2001 and continuing until the total principal and
interest is paid. The repayment of this amount is collateralized by a first
priority lien on the excimer laser in favor of DVI Financial, Inc.

The Company's
ability to use the excimer laser to perform laser vision correction procedures
in its center is derived from a sales and license agreement that governs the
intellectual property rights covering the excimer laser technology. Under that
agreement, Lasik is able to purchase "key cards" from the manufacturer of the excimer
laser for each surgical procedure using the laser and also to license from the
manufacturer all necessary intellectual property rights associated with the
laser and related equipment so long as Lasik is in conformity with the terms of
each license agreement and so long as they pay the royalty fee included as a
part of each license agreement. The key cards and license fee paid to the
manufacturer for each surgical procedure is currently $110.00 per eye. The
intellectual property rights  licensed from the manufacturer of the excimer
laser are protected by one or more patents.

Sales and marketing strategy

We
are developing and implementing direct marketing campaigns. We believe many of
our competitors focus all of their resources on building affiliations with eye
care providers, and rely on doctor relationships to produce their clients.
Although our relationships with doctors is a key component of our overall
strategy, we focus much of our resources directly on the consumer and attempt to
create our own client relationships. Our "integrated marketing protocol," a
consumer oriented marketing program for our services, was developed to focus our LASIK America staff on existing and prospective clients. Our laser vision
correction surgical procedures currently cost approximately $1,990.00 for both
eyes. LASIK America-employed doctors deliver our services and are paid a fixed
salary with no additional fees. Our LASIK America-affiliated ophthalmologist
pays us a facility fee for each eye he performs surgery on at our center, which

is currently set at $440.00 per eye. They collect the entire fee from each
client.







GENERAL













Employees













At July 31, 2002
the Company operated with approximately 9
employees and consultants.











There is no collective bargaining agreement in place.





























ITEM 2.     DESCRIPTION OF PROPERTY













The Company
leases a 2,200 square foot facility in New Mexico for a lease of $ 2,310 per
month.















ITEM 3.      LEGAL PROCEEDINGS



On or about
December 17, 2002, a charge of discrimination against the Company was filed with
the United States Equal Employment Opportunity Commission (the "EEOC") by Donna
L. Smith-Howard, alleging that she was terminated without a valid reason and
denied severance benefits in violation of Title VII of the Civil Rights Act of
1964 as amended.



The Company has
responded to and denied the charge, stating that Ms. Smith Howard, a
probationary employee, was terminated due to the elimination of her position
because of a lack of sufficient business that would justify her position, and
the duties assigned to her were then reassigned to another employee with greater
seniority.



The Company also
denied Ms. Smith-Howard's factually incorrect allegations that another employee
was given a severance package and that she was replaced by another employee. 
This matter is currently under investigation and is pending in the EEOC office
located at 1919 Smith Street, Houston, Texas, 77002.  The Company intends
to vigorously contest the charge, and it expects a favorable outcome and a
finding of no probable cause by the EEOC. Should Ms. Smith-Howard them elect to
file a lawsuit, which the Company believes to be unlikely, the Company believes
that any such complaint would conclude with a favorable outcome to the Company.















































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















None.













PART II













ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS











There is currently no public trading market for the common equity
of the company.  As of July 31, 2002, there are 29 record holders of
common stock of the Company.  The Company has not declared any cash
dividends for the past two fiscal years.























SB Item 201(d), Release 33-8048 Information:





|Plan Category                                              | Number of Securities to be issued upon exercise of outstanding
options, warrants and rights

(A) | Weighted average exercise price of outstanding options, warrants
and rights

(B) | Number of securities remaining available for future issuance
under equity compensation plans (excluding securities reflected in column (a))
(C)
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------
|Equity Compensation plans approved by security holders     | 0                                                                                                | 0                                                                                | 0                                                                                                                                              
|Equity compensation plans not approved by security holders | 0                                                                                                | 0                                                                                | 0                                                                                                                                              
|Total                                                      | 0                                                                                                | 0                                                                                | 0                                                                                                                                              





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









The following information should be read in conjunction with the information in Item 7,
Financial Statements, and other information regarding our financials performance for the period
covered by this report included elsewhere in this report.  The following discussions and other
parts of this report may contain forward-looking statements that involve risks and uncertainties.
Our actual results may differ significantly from the results discussed in those forward-looking
statements.  Factors that might cause such differences include, but are not limited to, our history
of unprofitability and the uncertainty of our profitability, our ability to develop and introduce new
services and products, the uncertainty of market acceptance of those services or products, our
potential reliance on collaborative partners, our limited sales and marketing experience, the
highly competitive industries in which we operate and general economic and business conditions,
some or all of which may be beyond our ability to control.













Management's discussion and analysis of financial condition and Results of
operations

The following management discussion and analysis of financial
condition and results of operations should be read in conjunction with our
financial statements and accompanying notes and the other financial information
included elsewhere in this report.

**Overview**

We are a medical services company that focuses on delivering laser vision
correction surgical procedures to consumers. Our affiliated and employed doctors
provide medical care to our clients and we provide the necessary equipment,
technical staff, administrative services and the excimer laser, needed for the
delivery of laser eye surgery to our clients. We do not practice medicine,
rather our affiliated and employed doctors deliver medical care and treatment to
eye surgery patients.

We were incorporated on March 21, 2001 as LASIK America, Inc. In October 1995
and in March 1996, the United States Food and Drug Administration approved the
use of excimer lasers manufactured by Summit Technology, Inc. and VISX, Inc., to
treat low to moderate nearsightedness. In May 2001, we opened our first excimer
laser center in Albuquerque, New Mexico. Our plan of expansion includes opening
at least one additional laser vision center in Las Vegas, Nevada.

Our doctors perform laser vision correction surgery procedures in our New
Mexico center office. We provide our ophthalmologist and optometrist with
state-of-the-art equipment and facilities as well as support services necessary
to perform vision correction procedures. At present we have one affiliated
ophthalmologist, one employed ophthalmologist and one employed optometrist in
our center. Our affiliated doctor uses our center to perform laser vision
correction surgery on his own patients. In that case, our affiliated doctor
relies on us only to provide our state-of-the art laser vision surgery center,
equipment and facilities for surgical procedures performed on his own patients.
In contrast, our employed doctor performs surgery on clients of our center,
which includes delivery of pre and post-operative care. We generate our revenue
on the number of surgical procedures we conduct in our center. Currently we
receive $440.00 per eye on procedures performed by our affiliated doctor, which
is paid to us by our affiliated doctor, and $995.00 per eye on procedures
performed by our employed doctor.

Although we have no written agreements with our affiliated or employed
doctors, we have agreed to compensate our employed ophthalmologist at the rate
of $200,000 per year and our employed optometrist at the rate of $105,000 per
year.

To date, the supply of our excimer laser and related equipment has come
through agreements that we have entered into with DVI Financial, Inc., Bausch &
Lomb, Inc., and a patent license with VISX, Incorporated. In the event that we
would not be able to obtain additional excimer lasers and related equipment from
these providers, we believe that other satisfactory sources of supply are
available now that the FDA has approved additional manufacturers of excimer
lasers.

Our plan of operation

We believe that our New Mexico center now in operation can sustain its
current operations on current revenue and what we believe will be increased
usage of our center by new clients generated from our advertising and marketing
efforts, as well as general client awareness of the laser vision correction
procedure. At current levels, we are generating a net loss from operations. With current revenues, we have experienced a continuing
increase in the number of surgical procedures performed in our center primarily,
by dedicating three of our employees to new client development and advertising
locally through the placement of kiosks in local shopping malls where high
pedestrian traffic exists.  Our New Mexico center has the capacity to
perform approximately 100 eye surgery procedures each week and at present, we
are performing approximately 20 eye surgeries each week.

We currently generate on average approximately $109,300 per
month in gross revenue and believe that we will require approximately $114,800 in gross
revenue during the next 12 months to maintain our existing operations. We
believe that our cash requirements during the next 12 months will be satisfied
through an increase in the number of clients and eye surgery procedures,
expected from our advertising and marketing efforts.

The following table sets forth, for the period March 21, 2001
(inception) through July 31, 2001 and for the year ended July 31, 2002,
operating information expressed as a percentage of revenue. The results of
operations data for the period March 21, 2001 (inception) through July 31, 2001
and the year ended July 31, 2002 is not necessarily indicative of the results
to be expected for future periods.

|                         | Year Ended July 31, 2002 | March 21, 2001 (inception)
    through July 31, 2001
|------------------------ | ------------------------ | ----------------------------------------------------
|                         |                          |                                                     
|Revenues                 | 100%                     | 100%                                                
|Operating Costs          | 134%                     | 188%                                                
|Non-cash compensation    | 5%                       | 6,699%                                              
|Depreciation expense     | 5%                       | 8%                                                  
|Interest expense         | 2%                       | 2%                                                  
|Total Costs and Expenses | 147%                     | 6,897%                                              
|Net (loss)               | (47)%                    | (6,797)%                                            

Results of operations

**Revenues**

We derive our revenues directly from the number of laser
vision surgical procedures performed at our center. Procedures performed by our
affiliated doctor generate revenue to us from the physician, who collects a fee
from the patient. Procedures performed by our employed doctor generate revenue
directly to us from the patient. Revenues for the year ended July 31, 2002
totaled $1,311,569 as compared to $184,040 for the period from March 21,
2001 to July 31, 2001. Total revenue is predicated on the number of
procedures of laser vision correction we performed during the period.

Operating Costs

Operating costs consist of doctor fees, royalty fees, medical
supplies, salaries, wages and related costs for general corporate functions. The
total operating costs for the year ended July 31, 2002 was $1,762,191 as
compared to $322,722 for the period from March 21, 2001 to July
31, 2001. As a percentage of revenue, operating costs equaled 134% of total revenue during the period
as compared to 188% for the period from March 21, 2001 to July 31, 2001. Royalty fees are
payable to the licensor of the excimer laser we use for surgical procedures and
is currently $110.00 per eye.

Non-cash compensation expense

Non-cash compensation expense consists of expenses related to
common stock issued in exchange for services.  Non-cash compensation
expense for the year ended July 31, 2002 totaled $67,500 as compared to
$12,351,387 for the period from March 21, 2001 to July 31, 2001.  As a
percentage of revenue, non-cash compensation equaled 5%as compared to 6,699%
for the period from March 21, 2001 to July 31, 2001.

**Depreciation**

Depreciation expense amounted to $70,678 from the depreciation
of capital items acquired for use in our operations as compared to $14,884
for the period from March 21, 2001 to July 31, 2001.

Interest expense

The Company has an interest expense of $29,996 for the year
ended July 31, 2002 as compared to $3,884 for the period from March 21, 2001
to July 31, 2001. This  results from our financing costs of some of our
capital equipment.

Net loss

Our net loss for the year ended July 31, 2002 was $(618,796)
as compared to $(12,508,837) for the period from March 21, 2001 to July 31, 2001.

Liquidity and capital resources

Since our inception, we have financed our operations through
revenues and capital raised through the sale of our common stock. As of July 31,
2002 we had a bank overdraft of $11,016. In order to effectuate our business
plan as structured we will need to raise significant capital from external
sources. In addition, we intend on raising capital internally through the
increase in the number of procedures we perform. We currently do not have a
credit facility or any commitments for additional financing. If we are unable to
obtain adequate financing from internal or external sources we may be unable to
fully implement our business plan and may be forced to modify our operations.
Cash flows used in operating activities was $29,743 for the year ended July 31,
2002 as compared to $54,778 for the period from March 21, 2001 to July 31, 2001. 
Net cash used in investing activities was $4,479 during the same period and
$14,341 for the period from March 21, 2001 to July 31, 2001. Net cash flows
provided by financing activities of $34,203 in the year ended July 31, 2002 as
compared to $69,138 for the period from March 21, 2001 to
July 31, 2001.  The $34,203 in 2002 resulted in a capital
contribution and a loan from an officer/shareholder..

Recently issued accounting standards

The Financial Accounting Standards Board has recently issued
several new Statements of Financial Accounting Standards.











Statements No. 142, "Goodwill and Other Intangible Assets"
supercedes APB Opinion 17 and related interpretations.  Statement No. 142
establishes new rules on accounting for the acquisition of intangible assets not
acquired in a business combination and the manner in which goodwill and all
other intangibles should be accounted for subsequent to their initial
recognition in a business combination accounted for under SFAS No. 141.  Under
SFAS No. 142, intangible assets should be recorded at fair value.  Intangible
assets with finite useful lives should be amortized over such period and those
with indefinite lives should not be amortized.  All intangible assets being
amortized as well as those that are not, are both subject to review for
potential impairment under SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Dispose of".  SFAS No. 142
also requires that goodwill arising in a business combination should not be
amortized but is subject to impairment testing at the reporting unit level to
which the goodwill was assigned to at the date of the business combination.











SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001 and must be applied as of the beginning of such year to all
goodwill and other intangible assets that have already been recorded in the
balance sheet as of the first day in which SFAS No. 142 is initially applied,
regardless of when such assets were acquired.  Goodwill acquired in a business
combination whose acquisition date is on or after July 1, 2001, should not be
amortized, but should be reviewed for impairment pursuant to SFAS No. 121, even
though SFAS No. 142 has not yet been adopted.  However, previously acquired
goodwill should continue to be amortized until SFAS No. 142 is first adopted.











Statement No. 143 "Accounting for Asset Retirement Obligations"
establishes standards for the initial measurement and subsequent accounting for
obligations associated with the sale, abandonment, or other type of disposal of
long-lived tangible assets arising from the acquisition, construction, or
development and/or normal operation of such assets.  SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002, with earlier application
encouraged.











In August 2001, the FASB issued SFAS No. 144,
"Accounting for the
Impairment of Disposal of Long-Lived Assets", which is effective January 1,
2002.  SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", and a portion of
APB Opinion No. 30, "Reporting the Results of Operations".  This statement
provides a single accounting model for long-lived assets to be disposed of and
significantly changes the criteria that would have to be met to classify an
asset as held-for-sale.











Classifications as held-for-sale is an important distinction
since such assets are not deprecated and are stated at the lower of fair value
and carrying amount.  This statement also requires expected future operating
losses for discontinued operations to be displayed in the period(s) in which the
losses from discontinued operations to be displayed in the period(s) in which
the losses are incurred, rather than as of the measurement date as presently
required.  The adoption of SFAS No. 133 did not have any effect on the Company's
financial statement presentations or disclosures.











In April 2002, the FASB issued SFAS 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections.  SFAS 145 rescinds the provisions of SFAS No. 4 that requires
companies to classify certain gains and losses from debt extinguishments as
extraordinary items, eliminates the provisions of SFAS No. 44 regarding
transition to the Motor Carrier Act of 1980 and amends the provisions of SFAS
No. 13 to require that certain lease modifications be treated as sale leaseback
transactions.  The provisions of SFAS 145 related to classification of debt
extinguishments are effective for fiscal years beginning after May 15, 2002. 
Earlier application is encouraged.  The Company does not believe the adoption of
this standard will have a material impact on the financial statements.











In July 2002, the FASB issued SFAS No. 146,
"Accounting for
Restructuring Costs."  SFAS 146 applies to costs associated with an exit
activity (including restructuring) or with a disposal of long-lived assets.
Those activities can include eliminating or reducing product lines, terminating
employees and contracts and relocating plant facilities or personnel.  Under
SFAS 146, the Company will record a liability for a cost associated with an exit
or disposal activity when that liability is incurred and can be measured at fair
value.  SFAS 146 will require the Company to disclose information about its exit
and disposal activities, the related costs, and changes in those costs in the
notes to the interim and annual financial statements that include the period in
which an exit activity is initiated and in any subsequent period until the
activity is completed.  SFAS 146 is effective prospectively for exit or disposal
activities initiated after December 31, 2002, with earlier adoption encouraged. 
Under SFAS 146, a company cannot restate its previously issued financial
statements and the new statement grandfathers the accounting for liabilities
that a company had previously recorded under Emerging Issues Task Force Issue
94-3.











In December 2002, the Financial Accounting Standards Board issued
Statement No. 148, "Accounting for Stock-Based Compensation-Transaction and
Disclosure - an amendment of FASB Statement No. 123," ("SFAS 148").  SFAS 148
amends FASB Statement No. 123, "Accounting for Stock Based Compensation" ("SFAS
123") and provides alternative methods for accounting for a change by
registrants to the fair value method of accounting for stock-based
compensation.  Additionally, SFAS 148 amends the disclosure requirements of SFAS
123 to require disclosure in the significant accounting policy footnote of both
annual and interim financial statements of the method of accounting for stock
based compensation and the related pro forma disclosures when the intrinsic
value method continues to be used.  The statement is effective for fiscal years
beginning after December 15, 2002, and disclosures are effective for the first
fiscal quarter beginning after December 15, 2002.











The adoption of these pronouncements will not have a material
effect on the Company's financial position or results of operations.













ITEM 7.     FINANCIAL STATEMENTS













LASIK AMERICA, INC.









Financial Statements





For the Year Ended July 31, 2002





and the Period March 21, 2001 (Inception) through July 31, 2001









TABLE OF CONTENTS







|INDEPENDENT
    AUDITOR'S REPORT (WEINBERG)                                                                                                     | F-1        
|----------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|INDEPENDENT
    AUDITOR'S REPORT (PKF)                                                                                                          | F-2        
|                                                                                                                                                |            
|FINANCIAL
    STATEMENTS                                                                                                                        |            
|                                                                                                                                                |            
|Balance Sheets as of July 31, 2002 and 2001                                                                                                     | F-3        
|                                                                                                                                                |            
|Statements of Operations for the year ended July 31, 2002 and for the period
    March 21, 2001 (inception) through July 31, 2001               | F-4        
|                                                                                                                                                |            
|Statements of Shareholders' Deficiency for the year ended July 31, 2002 and
    for the period March 21, 2001 (inception) through July 31, 2001 | F-5        
|                                                                                                                                                |            
|Statements of Cash Flows for the year ended July 31, 2002 and for the period
    March 21, 2001 (inception) through July 31, 2001               | F-6        
|                                                                                                                                                |            
|NOTES TO
    FINANCIAL STATEMENTS AS OF JULY 31, 2002 AND 2001                                                                                  | F-7 to F-15



---







INDEPENDENT AUDITORS' REPORT

To the board of directors
Lasik America, Inc. 
We have audited the accompanying balance sheet of Lasik America, Inc. as of July 31,
2002 and the related statements of operations, changes in shareholders'
deficiency, and cash flows for the year then ended.  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 audit.









We conducted our audit in accordance with generally accepted auditing standards in the
United States of America. 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 audit
provides 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 Lasik America, Inc. as of July 31, 2002 and the results
of its operations and cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.







The accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the financial statements, the
Company has incurred a net loss of $618,796 and a negative cash flows from
operations of $29,743 for the year ended July 31, 2002 and has a
stockholders deficiency of $505,475 and a working capital deficiency of $626,582 as of
July 31, 2002 that raise substantial doubts about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1.  The
financial statements do not include any adjustments that might result from the outcome of
this uncertainty.









WEINBERG & COMPANY, P.A.

Los Angeles, California
April 8, 2003

F-1

---

INDEPENDENT AUDITORS' REPORT













To the Shareholders









Lasik America, Inc.









Albuquerque, New Mexico









We have audited the  balance sheet of Lasik
America, Inc.  (the "Company") as of July 31, 2001,
and the related statements of operations, shareholders' deficit and cash flows for the period March
21, 2001 (inception) through July 31, 2001.  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 audit.











We conducted our audit in accordance with auditing standards generally accepted in the United
States of America.  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 audit provides 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 Lasik America, Inc. at July 31, 2001, and the results of its operations and
its cash flows for the period March 21, 2001 (inception) through July 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.









The accompanying financial statements have been prepared assuming that the Company will
continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has
limited capital resources and a working capital deficit.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.  Management's plans in regard to
these matters are also described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





San Diego, California                                                                                 PKF











August 13, 2001                                                                                          Certified Public Accountants











A Professional Corporation







F-2

---



LASIK AMERICA, INC.

Balance
Sheets

As of
July 31, 2002 and 2001



|                                                                   | 2002                         |  | 2001                     
|------------------------------------------------------------------ | ---------------------------- |  | -------------------------
|ASSETS                                                             |                              |  |                          
|Current assets                                                     |                              |  |                          
|Cash                                                               | $                     
    - |  | $                 
    19
|Accounts receivable                                                | -                            |  | 2,370                    
|Other current assets                                               | 12,826                       |  | 7,550                    
|                                                                   |                              |  |                          
|Total current assets                                               | 12,826                       |  | 9,939                    
|                                                                   |                              |  |                          
|Property and equipment, net of accumulated depreciation of $85,561 |                              |  |                          
|and $14,884, respectively                                          | 258,593                      |  | 219,773                  
|                                                                   |                              |  |                          
|Total assets                                                       | $         
    271,419       |  | $        229,712         
|                                                                   |                              |  |                          
|LIABILITIES AND SHAREHOLDERS' DEFICIENCY                           |                              |  |                          
|Current liabilities                                                |                              |  |                          
|Bank overdraft                                                     | $           
    11,016      |  | $                  
    -
|Accounts payable                                                   | 207,157                      |  | 51,537                   
|Patient deposits                                                   | -                            |  | 11,105                   
|Sales tax payable                                                  | 88,789                       |  | 12,554                   
|Payroll tax payable                                                | 160,375                      |  | -                        
|Other current liabilities                                          | 62,268                       |  | 2,512                    
|Current portion of long-term debt                                  | 109,803                      |  | 110,263                  
|                                                                   |                              |  |                          
|Total current liabilities                                          | 639,408                      |  | 187,971                  
|                                                                   |                              |  |                          
|Long-term debt, net of current portion                             | 87,486                       |  | 105,820                  
|Loan payable to officer                                            | 50,000                       |  | -                        
|                                                                   |                              |  |                          
|Total liabilities                                                  | 776,894                      |  | 293,791                  
|                                                                   |                              |  |                          
|Commitments and contingencies                                      | -                            |  | -                        
|                                                                   |                              |  |                          
|Shareholders' deficiency                                           |                              |  |                          
|Preferred Stock, $.001 par value, 100,000 shares authorized;       |                              |  |                          
|no shares issued and outstanding                                   | -                            |  | -                        
|Common stock, $.001 par value, 25,000,000 shares authorized;       |                              |  |                          
|2,216,043 issued and outstanding as of July 31, 2002 and           |                              |  |                          
|2,082,043 to be issued as of July 31, 2001                         | 2,216                        |  | 2,082                    
|Additional paid in capital                                         | 12,619,942                   |  | 12,510,176               
|Deferred compensation                                              | -                            |  | (67,500)                 
|Accumulated deficit                                                | (13,127,633)                 |  | (12,508,837)             
|                                                                   |                              |  |                          
|Total shareholders' deficiency                                     | (505,475)                    |  | (64,079)                 
|                                                                   |                              |  |                          
|Total liabilities and shareholders' deficiency                     | $         
    271,419       |  | $        229,712         
|                                                                   |                              |  |                          



See
accompanying notes to financial statements.



F-3

---

LASIK AMERICA, INC.

Statements of Operations

For the
year ended July 31, 2002

and the
period March 21, 2001 (Inception) through July 31, 2001



|                                                                | 2002                  |  | 2001                    
|--------------------------------------------------------------- | --------------------- |  | ------------------------
|                                                                |                       |  |                         
|Revenue                                                         | $   
    1,311,569    |  | $          
    184,040 
|                                                                |                       |  |                         
|Costs and expenses                                              |                       |  |                         
|Operating costs                                                 | 1,762,191             |  | 322,722                 
|Non-cash compensation                                           | 67,500                |  | 12,351,387              
|Depreciation                                                    | 70,678                |  | 14,884                  
|Interest                                                        | 29,996                |  | 3,884                   
|                                                                |                       |  |                         
|Total costs and expenses                                        | 1,930,365             |  | 12,692,877              
|                                                                |                       |  |                         
|Net loss                                                        | $    (618,796)        |  | $   (12,508,837)        
|                                                                |                       |  |                         
|Basic and diluted net
    loss per share                        | $         
    (0.29) |  | $            
    (6.01)
|                                                                |                       |  |                         
|Shares used to compute
    basic and diluted net loss per share | 2,164,742             |  | 2,082,043               
|                                                                |                       |  |                         

See Accompanying notes to financial statements.



F-4

---

LASIK AMERICA, INC.

Statements of Shareholders' Deficiency

For the
year ended July 31, 2002 and the period March 21, 2001 (Inception) through July
31, 2001



|                                                                 | Common Stock |  | Additional Paid In Capital |  | Deferred Compensation       |  | Accumulated Deficit       |  | Total                     
|---------------------------------------------------------------- | ------------ |  | -------------------------- |  | --------------------------- |  | ------------------------- |  | --------------------------
|                                                                 | Shares       |  | Amount                     |  |                             |  |                          
|Balance, March 21, 2001
    (Inception)                          | -            |  | $                  
    -  |  | $                    
    - |  | $                  
    - |  | $                   
    -
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Common Stock to be
    issued for cash received                  | 1,865,000    |  | 1,865                      |  | 7,420                       |  | -                         |  | -                         
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Common stock to be
    issued to employees                       | 185,000      |  | 185                        |  | 1,109,815                   |  | (90,000)                  |  | -                         
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Common stock to be
    issued for cash received                  | 32,043       |  | 32                         |  | 64,054                      |  | -                         |  | -                         
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Contributed services of
    executive officer                    | -            |  | -                          |  | 20,000                      |  | -                         |  | -                         
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Amortization of
    deferred compensation                        | -            |  | -                          |  | -                           |  | 22,500                    |  | -                         
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Compensation expense
    related to common stock to be issued    | -            |  | -                          |  | 11,308,887                  |  | -                         |  | -                         
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Net loss for the period
    March 21, 2001 through July 31, 2001 | -            |  | -                          |  | -                           |  | -                         |  | (12,508,837)              
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Balance, July 31, 2001                                           | 2,082,043    |  | 2,082                      |  | 12,510,176                  |  | (67,500)                  |  | (12,508,837)              
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Amortization of
    deferred compensation                        | -            |  | -                          |  | -                           |  | 67,500                    |  | -                         
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Common stock issued for
    services                             | 129,000      |  | 129                        |  | 12,771                      |  | -                         |  | -                         
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Common stock issued for
    cash                                 | 5,000        |  | 5                          |  | 9,995                       |  | -                         |  | -                         
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Additional capital
    contributed                               | -            |  | -                          |  | 87,000                      |  | -                         |  | -                         
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Net loss for the year                                            | -            |  | -                          |  | -                           |  | -                         |  | (618,796)                 
|                                                                 |              |  |                            |  |                             |  |                           |  |                           
|Balance, July 31, 2002                                           | 2,216,043    |  | $           
    2,216     |  | $      12,619,942           |  | $                  
    - |  | $     (13,187,633)        
|                                                                 |              |  |                            |  |                             |  |                           |  |                           







See
accompanying notes to financial statements.



F-5

---

LASIK AMERICA, INC.

Statements of Cash Flows

For the year ended July 31, 2002

and the period March 21, 2001 (Inception) through July 31, 2001



|                                                                       | 2002                          |  | 2001                       
|---------------------------------------------------------------------- | ----------------------------- |  | ---------------------------
|Cash flows
    from operating activities                               |                               |  |                            
|Net loss                                                               | $         (618,796)           |  | $    (12,508,837)          
|Adjustments to reconcile net loss to net cash provided by              |                               |  |                            
|operating activities:                                                  |                               |  |                            
|Depreciation                                                           | 70,678                        |  | 14,884                     
|Contributed services of executive officer                              | -                             |  | 20,000                     
|Value of common stock issued in exchange for services                  | 12,900                        |  | 12,328,887                 
|Amortization of deferred compensation                                  | 67,500                        |  | 22,500                     
|Changes in operating assets and liabilities:                           |                               |  |                            
|Decrease/(increase) in:                                                |                               |  |                            
|Accounts receivable                                                    | 2,370                         |  | (2,370)                    
|Other current assets                                                   | (5,276)                       |  | (7,550)                    
|Increase/(decrease) in:                                                |                               |  |                            
|Accounts payable                                                       | 155,620                       |  | 51,537                     
|Patient deposits                                                       | (11,105)                      |  | 11,105                     
|Sales tax payable                                                      | 76,235                        |  | 15,066                     
|Payroll tax liabilities                                                | 160,375                       |  | -                          
|Other liabilities                                                      | 59,756                        |  | -                          
|Net
    cash used in operating activities                              | (29,743)                      |  | (54,778)                   
|                                                                       |                               |  |                            
|Cash flows
    from investing activities                               |                               |  |                            
|Purchase of property and equipment                                     | (4,479)                       |  | (14,341)                   
|Net cash
    used in investing activities                              | (4,479)                       |  | (14,341)                   
|                                                                       |                               |  |                            
|Cash flows
    from financing activities                               |                               |  |                            
|Bank overdraft                                                         | 11,016                        |  | -                          
|Borrowing from officer                                                 | 50,000                        |  | -                          
|Proceeds from issuance of common stock                                 | 10,000                        |  | 73,371                     
|Additional capital contributed                                         | 30,000                        |  | -                          
|Repayments of long-term debt                                           | (66,813)                      |  | (4,233)                    
|Net cash
    provided by financing activities                          | 34,203                        |  | 69,138                     
|                                                                       |                               |  |                            
|Net
    increase/(decrease) in cash                                    | (19)                          |  | 19                         
|Cash at
    beginning of Period                                        | 19                            |  | -                          
|Cash at end
    of Period                                              | $                      
    - |  | $                   
    19
|                                                                       |                               |  |                            
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                      |                               |  |                            
|Cash paid
    during the period for                                    |                               |  |                            
|Interest                                                               | $             12,585          |  | $               1,654      
|                                                                       |                               |  |                            
|Supplemental disclosure of non-cash investing and financing activities |                               |  |                            
|Equipment obtained through issuance of long-term debt                  | $                      -      |  | $           220,316        
|Equipment obtained through capital lease obligation                    | 105,019                       |  | -                          
|Deferred compensation for shares to employees                          | -                             |  | 90,000                     
|Satisfaction of long-term debt by executive officer                    | 57,000                        |  | -                          
|                                                                       |                               |  |                            

See
accompanying notes to financial  statements.



F-6

---

LASIK AMERICA, INC.

Notes to Financial Statements

For
the year ended July 31, 2002

and
the period March 21, 2001 (Inception) through July 31, 2001



NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES













Organization and Business













Lasik America, Inc. (the
"Company") was incorporated in the State of Nevada on March 21, 2001.
The Company operates an ophthalmic laser vision correction center in Albuquerque, New Mexico.













Going Concern













The accompanying financial statements have been prepared assuming that the Company can
continue as a going concern. The Company has a net loss of $618,796 and a
negative cash flows of $29,743 for the year ended July 31,
2002, and a working capital deficiency of $626,582 and shareholders' deficiency of $505,475 as of
July 31, 2002 which raises substantial doubts about its ability to continue as a going concern. The
financial statements do not include and adjustments that might result from the outcome of this
uncertainly.











Management believes that actions are presently being taken to revise the Company's operating and
financial requirements in order to improve the Company's financial position and operating results.
However, given the levels of its cash resources and working capital deficiency at July 31, 2002,
anticipated cash to be generated by operations will be insufficient to meet anticipated cash
requirements for operations, working capital, and capital expenditures during 2003.  Therefore, the
Company is seeking additional equity or debt financing, but there can be no assurance that
sufficient additional financing will be available.













Financial Instruments













Statement of Financial Accounting Standards No. 107
"Disclosure about Fair Value of Financial
Instruments" requires disclosures of information about the fair value of certain financial
instruments for which it is practicable to estimate the value.  For purposes of this disclosure, the fair
value of a financial instrument is the amount at which the instrument could be exchanged in a
current transaction between willing parties other than in a forced sale of liquidation.











The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable,
accrued liabilities and patient deposits approximate fair value due to the immediate short-term
maturity of these financial instruments.











The fair value of the Company's long-term debt approximates the carrying amount based on the
current rates offered to the Company for debt of the same remaining maturities with similar
collateral requirements.













Property and Equipment













Property and equipment are recorded at cost.  Depreciation is calculated on a straight-line basis
over the estimated useful lives of the depreciable assets which range from three to four years.









Deferred Compensation













Deferred
compensation represents the unamortized value of common stock granted to an
employee. The deferred compensation recorded in the accompanying 2001 balance
sheet was amortized over the service period (one year) required for the employee to vest in the stock grant.



F-7















---

LASIK AMERICA, INC.

Notes to Financial Statements

For
the year ended July 31, 2002

and
the period March 21, 2001 (Inception) through July 31, 2001



Revenue Recognition















Revenues are generated by the vision correction procedures performed at the Company's laser
center.  Follow-up corrective procedures for customer satisfaction, consisting of re-treatment, are
performed when necessary.  Facility fees are derived from the use of the Company's equipment by
affiliate doctors who pay the Company a standard fee per procedure.  The Company recognizes
revenues when the vision correction procedures are performed.  Discounts are negotiated during the
evaluation process and are recorded at the time revenues are recognized and the service is
performed.

























Concentration Risk















The Company's revenues are generated by the vision correction procedures performed at its laser
center in Albuquerque, New Mexico.  If the demand for this procedure decreased or if the
Company's ability to continue to provide this service was impaired, the Company's revenue source
would be severely impacted.













The Company is dependent on a small number of manufacturers for the supply of its excimer laser
and related equipment.  If any of these manufacturers were unable to continue to provide this
equipment, the Company's revenue generating ability would be severely impacted.















Earnings Per Share















In 1997, the FASB issued SFAS No. 128,
"Earnings Per Share", which specifies the computation,
presentation and disclosure requirements for earnings per share for entities with publicly held
common stock. SFAS No. 128 supercedes the provisions of APB No. 15, and requires the
presentation of basic earnings per share and diluted earnings per share.  The Company has adopted
the provisions of SFAS No. 128 effective March 21, 2001.











Basic earnings (loss) per share is calculated by dividing the earnings net (loss) available to common
shareholders by the weighted average number of common shares outstanding during the
year.  Diluted earnings per share is calculated assuming the issuance of common shares resulting
from the exercise of stock options and warrants.  Dilutive securities are not included in the
calculation of loss per share because their effect would have been anti-dilutive.  Accordingly, basic
and diluted earnings (loss) per share are the same for the year ended July 31, 2002 and the period
March 21, 2001 (Inception) through July 31, 2001.















Income Taxes















The Company accounts for income taxes using the asset and liability method.  Under the asset and
liability method, deferred income taxes are recognized for the tax consequences of
"temporary
differences" by applying enacted statutory tax rates applicable to future years to differences
between the financial statement carrying amounts and the tax bases of existing assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all of the deferred tax assets will not be realized.



F-8



---

LASIK AMERICA, INC.

Notes to Financial Statements

For
the year ended July 31, 2002

and
the period March 21, 2001 (Inception) through July 31, 2001









Use of Estimates















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



















Stock-Based Compensation















The Company has adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), which establishes a fair value method of
accounting for stock-based compensation.











The provisions of SFAS No. 123 allow companies to either expense the estimated fair value of
stock options or to continue to follow the intrinsic value method set forth in Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees", but to disclose the pro forma
effect on net loss and net loss per share had the fair value of the stock options been exercised.  The
Company has elected to continue to account for stock-based compensation plans utilizing the
intrinsic value method.  Accordingly, compensation cost for stock options is measured as the
excess, if any, of the fair market price of the Company's common stock at the date of the grant
above the amount an employee must pay to acquire the common stock.











In accordance with SFAS No. 123, with respect to stock-based employee compensation, the value
of the stock-based award is determined using the Black-Scholes option pricing model, whereby
compensation cost is the fair value of the award as determined by the pricing model at the grant
date or other measurement date.  The resulting amount is charged to expense on the straight-line
method.  To date no options to employees or non-employees have resulted in benefit.













Recent Accounting Pronouncements















The Financial Accounting Standards Board has recently issued several new Statements of Financial
Accounting Standards.













Statements No. 142,
"Goodwill and Other Intangible Assets" supercedes APB Opinion 17 and
related interpretations.  Statement No. 142 establishes new rules on accounting for the acquisition
of intangible assets not acquired in a business combination and the manner in which goodwill and
all other intangibles should be accounted for subsequent to their initial recognition in a business
combination accounted for under SFAS No. 141.  Under SFAS No. 142, intangible assets should be
recorded at fair value.  Intangible assets with finite useful lives should be amortized over such
period and those with indefinite lives should not be amortized.  All intangible assets being
amortized as well as those that are not, are both subject to review for potential impairment under
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Dispose of". SFAS No. 142 also requires that goodwill arising in a business combination
should not be amortized but is subject to impairment testing at the reporting unit level to which the
goodwill was assigned to at the date of the business combination.













SFAS No. 142 is effective for fiscal years beginning after December 15, 2001 and must be applied
as of the beginning of such year to all goodwill and other intangible assets that have already been
recorded in the balance sheet as of the first day in which SFAS No. 142 is initially applied,
regardless of when such assets were acquired.  Goodwill acquired in a business combination whose
acquisition date is on or after July 1, 2001, should not be amortized, but should be reviewed for
impairment pursuant to SFAS No. 121, even though SFAS No. 142 has not yet been adopted.
However, previously acquired goodwill should continue to be amortized until SFAS No. 142 is first
adopted.



F-9

---

















LASIK AMERICA, INC.

Notes to Financial Statements

For
the year ended July 31, 2002

and
the period March 21, 2001 (Inception) through July 31, 2001













Statement No. 143 "Accounting for Asset Retirement Obligations" establishes standards for the
initial measurement and subsequent accounting for obligations associated with the sale,
abandonment, or other type of disposal of long-lived tangible assets arising from the acquisition,
construction, or development and/or normal operation of such assets. SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002, with earlier application encouraged.













In August 2001, the FASB issued SFAS No. 144,
"Accounting for the Impairment of Disposal of
Long-Lived Assets", which is effective January 1, 2002. SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", and a portion of APB Opinion No. 30, "Reporting the Results of Operations".  This statement
provides a single accounting model for long-lived assets to be disposed of and significantly changes
the criteria that would have to be met to classify an asset as held-for-sale.













Classifications as held-for-sale is an important distinction since such assets are not deprecated and
are stated at the lower of fair value and carrying amount.  This statement also requires expected
future operating losses for discontinued operations to be displayed in the period(s) in which the
losses from discontinued operations to be displayed in the period(s) in which the losses are
incurred, rather than as of the measurement date as presently required.  The adoption of SFAS No.
133 did not have any effect on the Company's financial statement presentations or disclosures.













In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections.  SFAS 145 rescinds the
provisions of SFAS No. 4 that requires companies to classify certain gains and losses from debt
extinguishments as extraordinary items, eliminates the provisions of SFAS No. 44 regarding
transition to the Motor Carrier Act of 1980 and amends the provisions of SFAS No. 13 to require
that certain lease modifications be treated as sale leaseback transactions.  The provisions of SFAS
145 related to classification of debt extinguishments are effective for fiscal years beginning after
May 15, 2002.  Earlier application is encouraged.  The Company does not believe the adoption of
this standard will have a material impact on the financial statements.













In July 2002, the FASB issued SFAS No. 146,
"Accounting for Restructuring Costs." SFAS 146
applies to costs associated with an exit activity (including restructuring) or with a disposal of long-lived assets. Those activities can include eliminating or reducing product lines, terminating
employees and contracts and relocating plant facilities or personnel.  Under SFAS 146, the
Company will record a liability for a cost associated with an exit or disposal activity when that
liability is incurred and can be measured at fair value.  SFAS 146 will require the Company to
disclose information about its exit and disposal activities, the related costs, and changes in those
costs in the notes to the interim and annual financial statements that include the period in which an
exit activity is initiated and in any subsequent period until the activity is completed.  SFAS 146 is
effective prospectively for exit or disposal activities initiated after December 31, 2002, with earlier
adoption encouraged.  Under SFAS 146, a company cannot restate its previously issued financial
statements and the new statement grandfathers the accounting for liabilities that a company had
previously recorded under Emerging Issues Task Force Issue 94-3.



F-10

---















LASIK AMERICA, INC.

Notes to Financial Statements

For
the year ended July 31, 2002

and
the period March 21, 2001 (Inception) through July 31, 2001



In December 2002, the Financial Accounting Standards Board issued Statement No. 148,
"Accounting for Stock-Based Compensation-Transaction and Disclosure – an amendment of FASB
Statement No. 123," ("SFAS 148"). SFAS 148 amends FASB Statement No. 123,
"Accounting for Stock Based Compensation" ("SFAS 123") and provides alternative methods for accounting for a
change by registrants to the fair value method of accounting for stock-based compensation.
Additionally, SFAS 148 amends the disclosure requirements of SFAS 123 to require disclosure in
the significant accounting policy footnote of both annual and interim financial statements of the
method of accounting for stock based compensation and the related pro forma disclosures when the
intrinsic value method continues to be used.  The statement is effective for fiscal years beginning
after December 15, 2002, and disclosures are effective for the first fiscal quarter beginning after
December 15, 2002.













The adoption of these pronouncements will not have a material effect on the Company's financial
position or results of operations.













Reclassifications



Certain
reclassifications have been made to the 2001 amounts to conform to 2002
presentation.















NOTE 2 - PROPERTY AND EQUIPMENT













Property and equipment consist of the following as of July 31, 2002 and 2001:







2002

2001Medical equipment

$               228,272

$              224,161Assets obtained through capital lease obligation

105,019

-Office equipment, furniture and fixtures

10,863

10,496344,154

234,657Less accumulated depreciation

(85,561)

(14,884)Net property and equipment

$ 258,593

$219,773






F-11

---

LASIK AMERICA, INC.

Notes to Financial Statements

For
the year ended July 31, 2002

and
the period March 21, 2001 (Inception) through July 31, 2001











NOTE 3 - LONG-TERM DEBT

































Long-term debt consists of the following as of July 31, 2002 and 2001:







2002

2001The Company's CEO has entered into a loan
agreement for the acquisition of the excimer laser
used in the operations of the Company.  By oral
agreement, the Company is acquiring the laser from
the CEO under terms which mirror the original loan
agreement.  This loan bears interest at 10% per
annum with interest and principal payable in monthly
installments of approximately $6,200.  The note is
secured by a first security interest in the excimer
laser and related equipment.  The note is due in
November, 2003.

$97,683

$159,083Unsecured note payable bearing interest at
10% per annum with interest and principal
payable in Monthly installments of
approximately $3,400.  The note is due in
November 2002.  Payments due to the
holder of this note have been assigned to
the Internal Revenue Service.  During 2002
this note was assumed and satisfied by an
executive officer of the Company.  The
assumption and satisfaction of this debt has
been reflected as additional paid in capital
as of July 31, 2002. (Note 5)

-

57,000Capital lease obligation bearing interest at 5.22% per
annum with interest and principal payable in monthly
installments of $3,158.  The obligation expires in
April, 2005 with a $1 buyout.  The leases relates to
an upgrade of laser equipment with net book value of
$94,080 at July 31, 2002.

99,606

-197,289

216,083Less: Current portion

(109,803)

(110,263)$87,486

$105,820






















Aggregate maturities of long-term obligations at July 31, are as follows:







2003

$109,8032004

59,6722005

27,814$197,289










F-12

---

LASIK AMERICA, INC.

Notes to Financial Statements

For
the year ended July 31, 2002

and
the period March 21, 2001 (Inception) through July 31, 2001



NOTE 4 – COMMITMENTS AND CONTINGENCIES

















Lease Commitments























During the year ended July 31, 2002, the Company leased its facility on a month to month basis.
Subsequent to July 31, 2002, the Company has entered an agreement to the lease its existing facility
for three years beginning in February, 2003.  The Company has also entered into a maintenance
agreement for the laser equipment which will expire in May of 2003.  The minimum future
obligations under these agreements are as follows:





















2003

$62,1272004

28,2982005

29,4532006

15,015$134,893
























Litigation















On or about December 17, 2002, a charge of discrimination against the Company was filed with the
United States Equal Employment Opportunity Commission (the "EEOC") by Donna L. Smith-Howard, alleging that she was terminated without a valid reason and denied severance benefits in
violation of Title VII of the Civil Rights Act of 1964 as amended.





















The Company has responded to and denied the charge, stating that Ms. Smith Howard, a
probationary employee, was terminated due to the elimination of her position because of a lack of
sufficient business that would justify her position, and the duties assigned to her were then
reassigned to another employee with greater seniority.





















The Company also denied Ms. Smith-Howard's factually incorrect allegations that another
employee was given a severance package and that she was replaced by another employee.  This
matter is currently under investigation and is pending in the EEOC office located at 1919 Smith
Street, Houston, Texas, 77002. The Company intends to vigorously contest the charge, and it
expects a favorable outcome and a finding of no probable cause by the EEOC. Should Ms. Smith-Howard them elect to file a lawsuit, which the Company believes to be unlikely, the Company
believes that any such complaint would conclude with a favorable outcome to the Company.



F-13

---















LASIK AMERICA, INC.

Notes to Financial Statements

For
the year ended July 31, 2002

and
the period March 21, 2001 (Inception) through July 31, 2001





Delinquent Payroll and Gross Receipts Taxes















During the year ended July 31, 2002, the Company became delinquent on employment taxes
payable to the Internal Revenue Service and on gross receipts taxes payable to the State of New
Mexico.  The liability for these taxes has been shown on the balance sheet as of July 31, 2002.  The
Company has started negotiations with both the Internal Revenue Service and the State of New
Mexico and expects to payoff the entire amount of taxes owed.

























NOTE 5 - SHAREHOLDERS' EQUITY















(A)  During March 2001, the Company sold 1,090,000 shares of common stock to the Company's CEO.
As of July 31, 2001, these shares had not been issued.  Proceeds from this transaction amounted to
$8,510.  Management has valued these shares at $6.00 per share based on the proximity of an
anticipated initial public offering which is discussed in part (B) of this note.  As a result of this, the Company realized a charge of $6,531,490
relating to this transaction which has been accounted for in the accompanying statements of
operations as non-cash compensation.













During March 2001, the Company sold 775,000 shares of common stock to individuals, considered
to related parties to the CEO, in conjunction with the formation of the Company.  As of July 31,
2001, these shares had not been issued.  Proceeds from this transaction amounted to $775.
Management has valued these shares at $6.00 per share based on the proximity of the anticipated
initial public offering.  As a result of this, the Company realized a charge of $4,649,225 relating to
this transaction which has been accounted for in the accompanying statements of operations as non-cash compensation.













During April 2001, the Company granted 185,000 shares of common stock to employees.  As of
July 31, 2001, these shares had not been issued.  Management has valued these shares at $6.00 per
share based on the proximity of the anticipated initial public offering.  One employee's stock award
vests over a one year period.  Accordingly, this amount is being amortized over the vesting period.
As a result of these stock grants, the Company has taken a charge of $1,042,500, net of deferred
compensation, which has been accounted for in the accompanying statements of operations as
operating costs.





















During April, May and June 2001, the Company sold 32,043 shares of common stock to individuals
considered to be related parties to the CEO.  As of July 31, 2001, these shares had not been issued.
Proceeds from these transactions amount to $64,086.  Management has valued these shares at $6.00
per share based on the proximity of the anticipated initial public offering.  As a result of this, the
Company has taken a charge of $128,172 relating to this transaction which has been accounted for
in the accompanying statements of operations as operating costs.

























For the period from March 21, 2001 (inception) through July 31, 2001, the CEO
contributed services with a fair value of $20,000, at

no cost.  This amount is included in
additional paid in capital and in operating costs for the period from March 21, 2001 (inception)
through July 31, 2001.













(B)  In
December 2001, the Company's Sb-2/A registration statement became effective for
a planned initial public offering of 425,000 units of common stock and warrants
and 125,000 units on behalf of a selling shareholder.  Each unit has a
price of $6.10 and consisted on one common stock and one redeemable common stock
purchase warrant to purchase one additional share of common stock.



The terms of the
public offering required that the offering terminate by January 31, 2002, or
sixty days thereafter, if the offering was extended by the representative
underwriters.  The public offering was extended to March 31, 2002, but was
terminated at that time.



None of the units
offered by the Company or the selling shareholder were sold in the public
offering.  Therefore, no proceeds from the planned public offering were
received by the Company or the selling shareholder prior to the termination date
and thus the offering has been deemed by the Company to be abandoned.



During the year
ended July 31, 2002, the Company issued 129,000 shares of common stock in
exchange for professional services valued at $12,900.  This issuance of
stock in exchange for services has been recorded on the statements of operations
as operating costs.



During the year ended July 31, 2002, the Company issued 129,000 shares of common stock in
exchange for professional services valued at $12,900.  This issuance of stock in exchange services
has been recorded on the statements of operations as operating costs.













During the year ended July 31, 2002, the Company issued 5,000 shares of common stock in
exchange for $10,000 of cash.













During the year
ended July 31, 2002, the CEO personally assumed and satisfied the unsecured note payable of
$57,000.  This assumption of debt by the CEO has been recorded as additional paid in capital.











During November, 2001, the CEO made an additional cash contribution to paid in capital equal to
$30,000.



F-14

---





































LASIK AMERICA, INC.

Notes to Financial Statements

For
the year ended July 31, 2002

and
the period March 21, 2001 (Inception) through July 31, 2001



NOTE 6 - INCOME TAXES





























Deferred income taxes reflect the net tax effects of the temporary differences between the carrying
amounts of assets and liabilities for financial reporting and the amounts used for income tax
purposes.  The tax effect of temporary differences consisted of the following as of July 31, 2002
and 2001.







2002

2001Deferred tax assets:Net operating loss carryforwards

$349,600

$102,600Gross deferred tax assets

349,600

102,600Less valuation allowance

(349,600)

(102,600)Deferred tax assets

$          
-

$            
-












Realization of deferred tax assets is dependent upon sufficient future taxable income during the
period that deductible temporary differences and carryforwards are expected to be available to
reduce taxable income.  As the achievement of required future taxable income is uncertain, the
Company recorded a valuation allowance.  Additionally, net operating loss carryforwards may be
limited because of changes in ownership.





















As of July 31, 2002 and 2001, the Company has net operating loss carryforwards for both federal
and state income tax purposes of approximately $876,000.  Federal net operating loss carryforwards
begin to expire in 2021; state net operating loss carryforwards begin to expire in 2006.





















A reconciliation of the effective tax rates with the federal statutory rate is as follows for the period
ended July 31, 2002 and 2001:







2002

2001Beginning deferred

$         
-

$          
-Federal income tax benefit at 35% statutory rate

(217,000)

(90,200)State income taxes at 4.8% statutory rate

(30,000)

(12,400)Change in valuation allowance

247,000

102,600Deferred tax assets

$         
-

$          
-
























NOTE 7 - RELATED PARTY TRANSACTION













During 2002 the CEO
of the Company made a loan to the Company in the amount of $50,000. The loan
bears interest at the Internal Revenue Service's applicable federal rate. Unpaid
interest on the loan as of July 31, 2002 is $2,248 which is included in accrued
expenses.



During April 2001,
the Company acquired certain medical and office equipment from a related entity
via the execution of a promissory note by the CEO to the related entity. 
The Company orally agreed to acquire the equipment from the CEO under the same
terms.  This promissory note was assigned by the related party to the
Internal Revenue Service.  During 2002, this note was assumed and satisfied
by an executive officer of the Company. (See Note 2).



















NOTE 8 - STOCK WARRANTS













During the period ended July 31, 2002, the Company issued 125,000 warrants to an existing
shareholder.  The warrants granted the shareholder the right to purchase, for $7.20, an additional
share of common stock for each common share currently owned by the shareholder and expire in
2006.  The value of warrants at the time of issuance was nominal since there was no active market
for either the stock or the warrants.  As of July 31, 2002 all of the warrants remained outstanding.



F-15

---





















ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS









(a) Previous independent accountants

(i)
Effective
February 14, 2003 , Lasik America, Inc. ("Lasik" or "Registrant"),
confirmed with its auditors, PKF, Certified Public Accountants, A Professional
Corporation ("PKF"), that the firm would no longer be
representing the Registrant as its accountants. As of that date, Registrant
informed PKF that it was engaging a new audit firm as the Registrant's
accountants.



(ii)
PFK last reported on
Registrant's financial statements as of
December 12, 2001. Lasik's financial statements for fiscal year 2001, as
audited by PKF, did not contain any adverse opinion or disclaimer
of opinion, nor were they modified as to uncertainty, audit scope, or accounting
principles.

(iii) The change of independent
accountants was ratified by the Board of Directors of Lasik on February 14,
2003.

(iv) During
Lasik's fiscal year 2001 and the subsequent interim period through February 14,
2003, there were no disagreements with PKF on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved, to PKF's satisfaction, would have caused it
to make reference to the subject matter of the disagreement in connection with
its report.

(v) During fiscal year 2001 and the subsequent interim period through
February 14, 2003, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).



(a) During fiscal year 2001 and the subsequent interim period through February
14,
2003, PKF did not advise Lasik that the internal controls necessary for the registrant to develop reliable
financial statements do not exist.



(b)  During fiscal year 2001 and the subsequent interim period through
February 14, 2003, PKF did not advise Lasik that any information had come to their
attention which had led them to no longer be able to rely on management's
representation, or that had made PKF unwilling to be associated with the financial statements
prepared by management.



(c)  During fiscal year 2001 and the subsequent interim period through
February 14, 2003 , PKF did not advise Lasik that the scope of any audit needed to be expanded significantly or
that more investigation was necessary.



(d)  During fiscal year 2001 and the subsequent interim period through
February 14, 2003, PKF did not advise Lasik that there was any information which the accountants concluded would
materially impact the fairness and reliability of either (i) a previously issued
audit report or the underlying financial statements, or (ii) the financial
statements issued or to be issued covering the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an audit report
(including information that, unless resolved to the accountant's satisfaction,
would prevent it from rendering an unqualified audit report on those financial
statements.

(vi) The Registrant has
requested that PKF furnish it with a letter addressed to the SEC stating whether
or not it agrees with the above statements. A copy of such letter, dated June 11,
2003, is filed as Exhibit 16.1 to Company's Form 8-K filed with the SEC on June
11, 2003.



(b) New independent accountants



The Registrant has engaged
Weinberg & Company, P.A. as its new independent accountant on February 14, 2003
.. Prior to February 18, 2003, the Registrant had not consulted with Weinberg &
Company, P.A. regarding (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's consolidated financial
statements, and no written report or oral advice was provided to the Registrant
by Weinberg & Company, P.A. concluding there was an important factor to be considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.













PART III





ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH

SECTION  16(a) OF THE EXCHANGE ACT





















The table below lists, as of
July 31, 2002, the names of the
Directors and Executive Officers of the Company.  The Directors have
served in their respective capacities since their election and/or
appointment and will serve until the next Annual Shareholders' Meeting
or until a successor is duly elected, unless the office is vacated in
accordance with the Articles/By-Laws of the Company.  The Executive
Officers serve at the pleasure of the Board of Directors.  All Directors
and Executive Officers are residents and citizens of the United States.







Directors and Executive Officers







|Name                                                            | Age | Date Elected or Appointed
|--------------------------------------------------------------- | --- | -------------------------
|Dr. Howard Silverman, Chairman, CEO,
    Treasurer and Director | 60  | May 21, 2001             
|Robert S. Helmer, COO and Director                              | 46  | May 21, 2001             
|Stuart S. Greenberg, Director                                   | 69  | May 21, 2001             
|Steven  De Vicenzi, Director                                    | 58  | May 21, 2001             





















Dr. Howard P. Silverman is Lasik's founding
shareholder and has been its chief executive officer, chairman of the board,
treasurer and a director, since its inception. He has been involved in various
companies developing products and methods of delivery from the ophthalmic
industry. Such companies include Precision Contract Lens Labs, Inc., Diversified
Health Industries, Inc., Hydro Optics, Inc., Staar Surgical Company and Vision
Science, Inc. From 1991 until the date Lasik was incorporated, Dr. Silverman has
been actively involved in a private consulting business designed to address the
capital and corporate structural needs of companies in the ophthalmic and vision
correction industries. In addition, from 1994 to 1997, Dr. Silverman served as
an investment banking professional at Rickel & Associates, in New York, New
York.

Robert S. Helmer has been Lasik's chief
operating officer in the Albuquerque, New Mexico center since the Company began
operations in May, 2001. Prior to joining Lasik in that capacity, Mr. Helmer
served as the clinical support manager from October, 1998 to April, 2001, for
TrueVision International, Inc., another company that performed eye vision
corrective surgical procedures in Albuquerque, New Mexico. Mr. Helmer is a
graduate physician and surgical assistant with 25 years of medical experience in
emergency medicine, laser medicine, dermatology, cosmetic surgery and hair
transplant surgery. From May 1998 until October, 1998, Mr. Helmer was a director
and the president of the International College of Skin-Care Specialists. From
October 1991 to October 1995, Mr. Helmer was a surgical assistant with Qualified
Emergency Specialists, Inc., in Cincinnati, Ohio, and from February 1991 to
December 1991 was a surgical assistant and electrologist for Dermatology
Associates of Atlanta, Georgia. Mr. Helmer has been a certified ophthalmic laser
technician since September 1998 and a certified microkeratome technician since
June 1999. Mr. Helmer received his associate of applied science degrees as a
physician's assistant and surgical assistant in 1974 from the Cincinnati
Technical College. He is a member of the American Academy of Physicians
Assistants.

Stuart S. Greenberg became one of Lasik's
directors in May, 2001. Mr. Greenberg has worked with a number of leading
investment banking and securities firms for over 35 years, having entered the
field in 1960 with Merrill Lynch. From March 2001 to the present, Mr. Greenberg
has served as the managing director of the investment banking division of West
America Securities Corp., located in Westlake Village, California. From March
1999 to February 2001, Mr. Greenberg was the managing director of R.H.
Investment Corp., an investment banking firm located in Los Angeles, California.
From March 1992 to April 1996, he served in the capacities of chairman of the
board and the chief executive officer of Baraban Securities. During a portion of
that same time frame, Mr. Greenberg also functioned as the chairman of the board
and chief executive officer of M.A. Investment Corp. out of Los Angeles,
California. Mr. Greenberg has experience as branch manager, regional sales
manager, as well as national sales manager during his tenure in the securities
and brokerage industry. He received his bachelors degree from the City College
of New York and a banking certification from the American Banking Institute of
Banking in New York, New York.

Steven Lee De Vincenzi became one of Lasik's
directors in May, 2001. From March 2000 to the present time, Mr. De Vincenzi has
served as a senior vice president of sales and marketing with Medpay, WebCVO and
HealthCap. There, he is responsible for sales, marketing and business
development for three pre-public offering companies that provide internet
services to medical solution companies. From October 1992 to February 2000, Mr.
De Vincenzi served as the president and chief operating officer of Interlink
Rehab Services of California. In that position, Mr. De Vincenzi was responsible
for all operations, business development and marketing for his company, which
contracted for therapy services to 35 nursing facilities and outpatient clinics.
Between May, 1991 and October, 1992, Mr. De Vincenzi was the vice
president--western region for Monroe Systems for Business. There he had full
profit and loss responsibility for sales, service and the administration of 40
branch offices in 13 Western states. Mr. De Vincenzi received his bachelor of
science degree in marketing and his masters in business administration in
marketing and finance from California State University in Long Beach,
California.

Involvement in Certain Legal Proceedings













None.











Family Relationships













There are no family relationships between any of the officers and/or
directors.













ITEM 10.     EXECUTIVE COMPENSATION















|Name and Principal Position                      | Year                               | Annual Compensation       | Long-term Compensation | All Other Compensation
|------------------------------------------------ | ---------------------------------- | ------------------------- | ---------------------- | ----------------------
|Salary                                           | Bonus                              | Other Annual Compensation | Awards                 | Payouts               
|Restricted Stock Award(s)                        | Securities Underlying Options/SARs | LTIP Payouts             
|                                                 |                                    |                           |                        |                       
|Howard Silverman CEO/Chairman/Treasurer/Director | 2000                               | n/a                       | n/a                    | n/a                   
|2001                                             | 0                                  | 0                         | 0                      | 0                     
|2002                                             | 0                                  | 0                         | 0                      | 0                     
|                                                 |                                    |                           |                        |                       
|Robert S. Helmer,
    COO                        | 2000                               | 0                         | 0                      | 0                     
|2001                                             | 45,012                             | 0                         | 0                      | 0                     
|2002                                             | 76,615                             | 0                         | 0                      | 0                     











ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT













The Registrant is a publicly owned corporation, the shares of which are
owned by United States residents.  The Registrant is not controlled
directly or indirectly by another corporation or any foreign government.











The table below lists, as of
July 31, 2002, all persons/companies
the Registrant is aware of as being the beneficial owner of more than
five percent (5%) of the common stock of the Registrant.



5% Shareholders







|Title of Class | Name of Beneficial Owner | Amount & Nature of
    Beneficial
    Ownership | Percent of Class (#)
|-------------- | ------------------------ | ----------------------------------------------- | --------------------



Common                              
SM Gheric Trust*                                        
950,000                                                
42.9%

Common                              
Howard Silverman                                       
140,000                                                  
6.3%

Common                              
Robert Helmer                                        
150,000                                       
6.8%







Total                          
1,240,000                                                
56.0%











* SM Gheric Trust - The trustee is Bruce M. Silverman and the beneficiaries of
the trust assets are Bruce Silverman, Jeffrey Silverman, and Jodi Silverman



The table below
lists all Directors and Executive Officers who beneficially own the Registrant's
voting securities and the amount of the Registrant's voting securities owned by
the Directors and Executive Officers as a group, as of July 31, 2002.









Shareholdings of Directors and Executive Officers









|Title of Class | Name of Beneficial Owner | Amount & Nature of
    Beneficial
    Ownership | Percent of Class (#)
|-------------- | ------------------------ | ----------------------------------------------- | --------------------















Common                              
Howard Silverman                                       
140,000                                                  
6.3%

Common                              
Robert Helmer                                              
150,000                                                  
6.8%

Common                              
Stuart Greenberg                                           
50,000                                                  
2.3%

Common                              
Steven Di Vincenzi                                   
50,000                                       
2.3%

390,000                                                
17.7%













ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS













None.









ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K













(a)  The following documents are filed as part of this report:







I.



1.     Index to Financial Statements









2 .    Independent Auditors' Reports







3.     Consolidated Balance Sheets at July 31, 2002







4.     Consolidated Statement of Loss and Accumulated
Deficit for the year ended July 31, 2002 and period from inception

March 21, 2001 to July 31, 2001









5.     Consolidated Statement of Cash Flows for the years
ended July 31, 2002 and period from inception March 21, 2001 to July

31, 2001







6.     Statement of Statement of Changes in Stockholders'
Equity for the years ended July 31, 2002 and period from inception

March 21, 2001 to July 31, 2001









7.     Notes to Financial Statements











II.       Financial statement schedules required to be filed by Item 8
and paragraph (d) of this Item 13:









All schedules are omitted because they are not applicable or
the required









information is shown in the financial statements or notes
thereto.











III.  The exhibits are listed in the index of exhibits











(b)











(c)  The index of exhibits



99.1 - Certification Pursuant to Section 13a-14 of the Securities Exchange Act
of 1934













SIGNATURES











Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.









Lasik America, Inc.,









a Nevada corporation











Date: June 11, 2003



By: /s/ Howard
Silverman

Howard Silverman, President & Treasurer





Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.

















Date: June 11, 2003



By: /s/ Howard
Silverman

Howard Silverman, President & Treasurer







Exhibit 99.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I,  Howard Silverman, President and Treasurer of
    Lasik America, Inc. ("Company"), certify that:
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                         
|2.                                                                                                                                                                                                                                                         
|3.                                                                                                                                                                                                                                                         
|4.                                                                                                                                                                                                                                                         
|5.                                                                                                                                                                                                                                                         

|a.     | All significant
    deficiencies in the design or operation of internal controls which could
    adversely affect the Company's ability to record, process, summarize and
    report financial data and have identified for the Company's auditors any
    material weaknesses in internal controls, and                                                  
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal controls; and                                                                                                                                                                                               
|      
|**6.** | I have indicated in this
    annual report whether or not there were
    significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of my most
    recent evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                           

|Date: June 11,
    2003 | /s/ Howard
      Silverman                
|----------------------- | ------------------------------------------
|                        | Howard Silverman,  President and Treasurer
|                        |