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

                                   FORM 10-KSB

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

                 For the fiscal year ended -- December 31, 1999

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

            For the transition period from ___________ to ___________

                       Commission file number 33-33042-NY


                            CORONADO INDUSTRIES, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

          Nevada                                         22-3161629
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

  16929 E. Enterprise Drive, Suite 202, Fountain Hills, AZ           85268
--------------------------------------------------------------     ---------
(Address of principal executive offices) (as of date of filing)    (Zip Code)

                    Issuer's telephone number (602) 837-6810

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

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

Check  whether the issuer (1) filed all reports  required to be filed by section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has been
subject such filing requirements for the past 90 days. Yes [X]  No [ ]

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of 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. [X]

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<PAGE>
                            CORONADO INDUSTRIES, INC.

                                   FORM 10-KSB

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                                                          Page
                                                                          ----
PART I
        Item 1.  Business Development.....................................  2

        Item 2.  Description of Property..................................  9

        Item 3.  Legal Proceedings........................................  9

        Item 4.  Submission of Matters to a Vote of Security Holders......  9

PART II
        Item 5.  Market for Registrant's Common Equity and Related
                  Stockholders Matters.................................... 10

        Item 6.  Management's Discussion and Analysis or Plan of
                  Operation............................................... 12

        Item 7.  Financial Statements..................................... 15

        Item 8.  Changes In and Disagreement with Accountants on
                  Accounting and Financial disclosure..................... 15

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

        Item 10. Executive Compensation................................... 17

        Item 11. Security Ownership of Certain Beneficial Owners
                  and Management.......................................... 19

        Item 12. Certain Relationships and Related Transactions........... 20

PART IV
        Item 13. Exhibits, Financial Statements, Schedules and Reports
                  on Form 8-K............................................. 20

SIGNATURES................................................................ 21

SUPPLEMENTAL INFORMATION AND EXHIBITS..................................... 22

                                       1
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                                     PART I

                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

         Except for  historical  information  contained  herein,  this  document
contains  forward-looking  statements.  Such forward-looking  statements involve
risks  and  uncertainties  and  include,  but are  not  limited  to,  statements
regarding  future  events  and the  Registrant's  plans  and  expectations.  The
Registrant's actual results may differ materially from such statements. Although
the Registrant  believes that the  assumptions  underlying  the  forward-looking
statements herein are reasonable,  any of the assumptions could prove inaccurate
and, therefore,  there can be no assurance that the results contemplated in such
forward-looking  statements  will be  realized.  In  addition,  the business and
operations of the Registrant are subject to substantial risks which increase the
uncertainties  inherent  in the  forward-looking  statements  included  in  this
document.  The  inclusion  of such  forward-looking  information  should  not be
regarded as a  representation  by the  Registrant  or any other  person that the
future events,  plans or  expectations  contemplated  by the Registrant  will be
achieved.

ITEM 1(A). BUSINESS DEVELOPMENT.  INITIAL PUBLIC OFFERING

     The Registrant was  incorporated  under the name First Lloyd Funding,  Inc.
pursuant  to the  laws of the  State  of New  York on  December  21,  1989.  The
effective  date of the  Registrant's  public  offering was March 13,  1990.  The
Offering  closed  on  May  1,  1990.  For  further  information  concerning  the
Registration Statement,  see File No. 33-33042-NY at the Securities and Exchange
Commission's  Regional  Office  in New York City or at its  principal  office in
Washington,  D.C. In January 1997,  the New York  corporation at that time named
Coronado  Industries,  Inc.  merged into and became a Nevada  corporation of the
same name.

OPHTHALMIC INTERNATIONAL, L.L.C. AND AMERICAN GLAUCOMA, INC.

     After a series of immaterial  acquisitions  and spin-offs  from May 1990 to
September  1996,  on  November  5,  1996 the  Registrant  entered  into an Asset
Purchase Agreement with Ophthalmic  International,  L.L.C.  ("OI"), and American
Glaucoma,  a joint venture ("AG"), which provided for the purchase of the assets
of OI and AG in exchange for 15,592,224 shares of the Registrant's  common stock
(85%) to be issued to the Registrant's  current three  Directors.  An additional
855,000 shares were issued as finders fees to twelve  entities and  individuals.
The assets of OI transferred  to the Registrant  were a patent pending and other
proprietary  information concerning equipment and a process for the treatment of
open angle  glaucoma.  The assets of AG transferred  to the Registrant  were the
concept and a business plan for forty glaucoma  treatment  centers in the United
States.

                                        2
<PAGE>
ITEM 1(B). BUSINESS OF ISSUER

OVERVIEW

     The  Registrant  is a  holding  company  and all  business  operations  are
conducted through its two wholly-owned subsidiaries. The Registrant, through its
Ophthalmic International,  Inc. subsidiary,  manufactures and markets a fixation
device  with a  patented  designed  suction  ring  that  treats  Open  Angle and
Pigmentary  glaucoma.  American Glaucoma,  Inc. ("AGI"),  the Registrant's other
subsidiary,  operated a glaucoma  treatment  center in Scottsdale,  Arizona from
September 1997 to March 1999.

     In the United  States,  glaucoma is the second  leading  cause of blindness
affecting  approximately  3,000,000 persons.  Of those, about 60,000 are legally
blind. If detected and treated early,  glaucoma need not cause blindness or even
severe vision loss. While there is no cure for glaucoma, the Registrant believes
that its  patented  device  and  process  provide  an  effective  treatment  for
afflicted persons and that a significant global market for its patented process,
equipment and rings currently exists.

     Glaucoma  may  have  many  forms  which  cause  or  present  a  feature  of
progressive  damage to the optic  nerve due to  increased  pressure  within  the
eyeball. As the optic nerve  deteriorates,  blind spots and patterns develop. If
left untreated,  the result may be total  blindness.  The space between the lens
and the cornea in the eye is filled with a fluid called the aqueous humor.  This
fluid  circulates  from behind the colored portion of the eye (the iris) through
the opening at the center of the eye (pupil) and into the space between the iris
and cornea.  The aqueous  humor is  produced  constantly,  so it must be drained
constantly.  The drain is at the point where the iris and cornea meet,  known as
the drainage angle,  which directs fluid into a channel  (Schlemm's  canal) that
then leads it to a system of small  veins  outside  the eye.  When the  drainage
angle does not function properly,  the fluid cannot drain and pressure builds up
within  the eye.  Pressure  also is exerted  on  another  fluid in the eye,  the
vitreous  humor  behind  the lens,  which in turn  presses on the  retina.  This
pressure affects the fibers of the optic nerve, slowly damaging them. The result
over time is a loss of vision.

THE FIXATION DEVICE

     After four years of ongoing studies  involving Dr. John T. LiVecchi,  M.D.,
F.A.C.S.,  Assistant Clinical Professor of Ophthalmology,  Allegheny  University
and Dr. Guillermo Avolos, Professor of Ophthalmology, University of Guadalajara,
Mexico,   it  was  determined   that  a  2  minute   treatment  with  Ophthalmic
International's  "vacuum  fixation  device and  patented  design  suction  ring"
temporarily  reduced  inter-ocular  pressure ("I.O.P.") in the treatment of Open
angle  Glaucoma by  approximately  6 Hg for an average of three  months at which
time the treatment  can be repeated  with no serious side  effects.  This I.O.P.
lowering  is  achieved  when the  external  suction  device is applied  over the
perilimbal  area for a  specified  time.  With  this  treatment  the  Registrant
believes that there are no harmful side effects,  like those associated with eye
drop treatments. In addition, the patent entitled "Open Angle Glaucoma Treatment
Apparatus and Method" has been approved and is believed to allow the  Registrant
to achieve a significant market advantage over competitors.

                                       3
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     The first  clinical study of the  Registrant's  product was conducted on 86
patients  over an 8 month period in 1992 by Dr. Avolos in  Guadalajara,  Mexico.
The second  clinical  study of the  Registrant's  product was  conducted  on 250
patients over a two-year  period ending in 1996 by Dr. Avolos and Dr.  LiVecchi.
The  Registrant  initiated a third study in September  1997 was conducted by Dr.
Leo Bores, the Medical Director of the Registrant's Scottsdale treatment center.
This third study involved approximately 150 patients.

     The Registrant views the gross losses incurred at its Scottsdale  treatment
center from September 1997 through March 2, 1999 (approximately $563,000) as the
major  expense of preparing  the clinical  studies which may be required for FDA
product approval.

     Dr. John LiVecchi, a Registrant  Director,  and Dr. Leo Bores, an employee,
have been asked to address to different medical  conventions of ophthalmologists
in April 2000  concerning the results of the studies of  Registrant's  procedure
and equipment.  These  presentations  to the ultimate  end-users of Registrant's
products serve to educate the industry about the Registrant's products and their
efficacy.

     Registrant's subsidiary,  Ophthalmic International,  Inc., will manufacture
and sell the vacuum equipment,  the patented rings and the process in the United
States and abroad  through media  advertising  and  presentations  at ophthalmic
conferences.  In the future the  Registrant  intends to sell  primarily  through
distributors  who will be assigned  specific  geographical  territories,  on the
basis of  continents  or  countries.  Ophthalmic  International  entered  into a
confidentiality  agreement  with  Alcon Co. in March,  1997 as the first step in
negotiating for Alcon to become a distributor.  In 1997 Ophthalmic International
executed  a  second  confidentiality  agreement  with one  additional  potential
distributor  for exclusive  worldwide  distribution  rights.  In 1999 Ophthalmic
International executed a third confidentiality  agreement with a third potential
worldwide distributor.  Negotiations  concerning distribution likely will not be
completed and definitive  agreements  executed until the labeling of the product
as a "device to lower inter-ocular pressure" is approved by the FDA.

     In December 1999, Dr. Leo Bores  demonstrated  the PNT procedure on some 29
Chinese citizens in four different cities in China.  Registrant has entered into
a  verbal  arrangement  with  a  distributor  of the  PNT  products  for  China.
Registrant  expects  Dr.  Bores and the Chinese  distributor  to return to China
during the summer of 2000 for the purpose of securing an initial  order from the
Chinese government.

     In February 2000, Dr. Bores addressed a  representaive  of the ministers of
health for various  European  countries  at  European  Parliament  in  Brussels,
Belgium.  Dr. Bores answered questions concerning the PNT device and its effects
on  glaucoma.  He turned over  Registrant's  study data to be  presented  to the
Ministry of Health in each country in the Euro-Pac.  Registrant  hopes,  without
assurance, to commence selling units to European hospitals and physicians during
2000.

     The Registrant  expects its distributors will purchase the vacuum equipment
for approximately  $5,000-$10,000  per unit and purchase the patented ring which
is placed on the patient's  eye, for  approximately  $10 to $15 each,  depending
upon volume. The Registrant expects,  without assurance,  to have a gross profit
margin on the vacuum equipment and patented rings in excess of 60%.

                                        4
<PAGE>
     The Registrant's  vacuum equipment is composed of special order parts, such
as molded  case,  display  board,  circuit  boards,  and  motors,  all for which
Registrant  has  established  manufacturing  relationships  with  manufacturers.
Registrant's subsidiary,  Ophthalmic  International,  Inc., assembles the vacuum
fixation  device at its  offices in  Fountain  Hills,  Arizona.  At such time as
Registrant executes an agreement with a major worldwide distributor,  Registrant
may also sell the manufacturing  rights to the same company.  The Registrant has
contracted  for the  manufacture  of the  patented  rings with a medical  device
manufacturer located in California.

     Registrant  has received a CE mark for its PNT product and has been advised
that its manufacturing  facility could be prepared to receive ISO 9000 clearance
in as little as six weeks. Therefore,  the Registrant believes its manufacturing
facility is prepared to move forward with European  distribution  of its product
as soon as a distributor is located.

TREATMENT CENTERS

     Registrant's subsidiary, American Glaucoma, Inc., opened its first glaucoma
treatment  center in  Scottsdale,  Arizona in  September  1997.  During 1998 the
Registrant's   Scottsdale  Center  generated  approximately  $293,000  of  gross
revenues  and a net loss from  operations  of  $220,000,  before  allocation  of
management  overhead.  The Registrant closed the Scottsdale  treatment center on
March 2, 1999.

     The Registrant  intended on opening one treatment center during 1999 in the
Clearwater,  Florida area. In July,  1998 the  Registrant's  Florida  subsidiary
executed a three-year  lease for medical  office space in the  Clearwater  area.
However,  initial contract discussions with a local  ophthalmologist  broke down
subsequently   and  the   Registrant   was  not  able  to   locate  a   suitable
ophthalmologist  in 1998 to open the  Clearwater  treatment  center.  In January
2000, Registrant postponed the concept of opening a Florida treatment center due
to working capital constraints.

GOVERNMENTAL REGULATION

     No medical  device may be sold or  distributed in the United States without
FDA approval or an exemption  from such  approval.  The FDA has the authority to
enjoin the manufacture and sale of a medical device, to seize such device and to
levy fines against a  manufacturer  or seller of a medical  device which has not
been registered or approved for sale in the United States.  A device which needs
FDA approval is considered a Class III device,  unless a similar  product with a
similar  intended  use has  previously  been  granted FDA  approval (a "Class II
Device") or the FDA has listed the product as generally safe and not needing FDA
approval  (a "Class I  Device").  The process for having the FDA remove a device
from  the  Class  III  category  to a Class  II  category  is  called  a  510(k)
application.

     The Registrant submitted a 510(k) premarket  notification to the FDA on its
PNT product in August of 1998. The FDA rejected this  notification in October of
1998,  on the  basis  that the  Registrant  PNT  product  was not  substantially
equivalent  to other  products  currently  on the market and  intended  to lower
intraocular  pressure.  The  Registrant  met with the FDA in February of 1999 to
discuss the concerns  expressed  by the agency with  respect to the  substantial
equivalence  and safety of the PNT product.  The Registrant made a submission to
the FDA in April 1999 that was  intended  to provide  the agency  with  detailed
information addressing many of the concerns expressed by the FDA at the February
1999  meeting.  This  submission  did not  satisfy  the FDA with  respect to the
patient risk associated with the clinical use of the PNT product.

                                       5
<PAGE>
     In February  1999,  the FDA  requested  more  information  be  submitted on
patients  treated  to date with the PNT  product.  In  September  1999,  the FDA
demanded  Registrant  submit a new  clinical  protocol  for  additional  patient
studies.  Since  December 1999,  Registrant has been in discussion  with the FDA
concerning the details of the requested protocol for additional patient studies.
There is no assurance  Registrant  will ever be able to negotiate a protocol for
this  additional  patient  study,  or  Registrant  will be able to fund  the new
patient  study,  if ever  agreed  upon.  Therefore,  there  can be no  assurance
Registrant's  PNT products will ever receive FDA approval for sale in the United
States.

     A Class III device may be approved for sale and  distribution in the United
States by the FDA pursuant to a Premarket Approval  Application ("PMA"). The FDA
approves  PMAs  after a review  of the  clinical  trials  information  contained
therein  demonstrating  that the device is safe and  effective  for its  labeled
indications.  In addition,  the FDA will inspect the facilities where the device
is manufactured  prior to approving a PMA. The Registrant has not discussed with
the FDA the type and quantity of clinical  and  manufacturing  information  that
might be required to secure PMA  approval  for its PNT  product,  because of the
Registrant's continuing belief that the product is more suitably reviewed by the
FDA in a 510(k) premarket notification, rather than a PMA.

     Clinical data to support either a 510(k)  premarket  notification  or a PMA
must be collected pursuant to the FDA's Investigational Device Exemption ("IDE")
regulation  The IDE  regulation  describes  two  types  of  device  studies:  1)
significant risk and 2) nonsignificant  risk studies.  The principal  difference
from a  regulatory  point  of view  between  the two  types of  studies  is that
significant  risk  studies  must be reviewed and approved by both the FDA and an
Institutional  Review  Board  ("IRB")  before  they  may  be  initiated,   while
nonsignificant  risk studies require only IRB review and approval prior to study
initiation.  The  Registrant  believes  that its  studies of its PNT product are
nonsignificant  risk in nature.  The Registrant  therefore has conducted several
clinical  studies of the PNT product after receiving IRB approval in 1994, 1996,
and 1998 from three different IRBs. The  approximately  170 patients  treated at
the  Registrant's  Scottsdale  treatment  center  since  1997  were  treated  in
accordance  with the clinical  protocols  that received IRB approval in 1994 and
1998,  while the future  treatment  of patients at the  Registrant's  Clearwater
center will be in  accordance  with the  clinical  protocol  that  received  IRB
approval in 1998. To date, no negative  adverse  reactions have been reported in
connection  with the use of the PNT device on glaucoma  patients  for any of the
studies conducted. However, as of March 3, 2000, the FDA is maintaining that the
PNT  product  presents  "significant  risk" to  patients  and is  requiring  the
additional patient study proceed under "significant risk" criteria.

     Under the IDE regulation,  a sponsor of a clinical study may charge for the
investigational  device,  provided  that the price  charged for the device is no
larger  than  that  necessary  to  recover  costs  of   manufacture,   research,
development,  and handling  associated with the device.  The IDE regulation does
not  prohibit or limit  charges for medical or  laboratory  services.  It is the
Registrant's  position that  approximately  $1,000,000 of net losses incurred by
the Registrant in connection  with its Scottsdale  treatment  center and certain
past management salaries are properly recoverable under the IDE regulation,  and
the Registrant  therefore  intends to impose a charge on the distribution of PNT
product to clinical investigators who purchase the PNT product and enroll in its
IDE studies which are consistent with the IDE regulation.

                                       6
<PAGE>
     The  manufacturer  of a medical  device which is to be  distributed  in the
United  States must be  inspected  and  licensed by the FDA.  The company  which
currently  manufactures  the  Registrants's  suction ring and the company  which
sterilizes and packages this ring are licensed as medical  device  manufacturers
by the FDA. The Registrant's facility was inspected and licensed by the FDA as a
manufacturer of the  predecessor  fixation device product and the PNT product in
1996.

     No medical  device may be  advertised  for sale in the United States with a
false or misleading label or  advertisement.  The fixation device which preceded
the PNT  product  device was  advertised,  used and sold as a device for certain
types of invasive  eye  surgeries.  Therefore,  that product was labeled as only
being used for eye surgery,  and not the treatment of glaucoma.  The labeling of
the Registrant's PNT product as a glaucoma  treatment device or a device for the
lowering of inter-ocular  pressure of glaucoma  patients must be approved by the
FDA (or the product must be exempt from FDA  registration  as a Class I or Class
II  device),  for the  Registrant  to  advertise  and sell its PNT  device  as a
glaucoma treatment product.

PATENT

     On February 11, 1997 the U.S. Patents and Trademarks Office issued a patent
to Ophthalmic  International,  L.L.C., Patent Number 5,601,548, for the process,
equipment  and the  procedure  which has been  licensed to the  Registrant.  The
Registrant believes, without assurance, that this patent provides the Registrant
with a  substantial  competitive  advantage  over  current  and future  glaucoma
treatment  competitors.  The  Registrant  is not aware of any other patent being
granted for glaucoma treatment.  The granting of a patent to the Registrant does
not assure that the FDA will ever  approve the  commercial  distribution  of the
Registrant's PNT product in the U.S.

     The Registrant  intends to follow a policy of aggressively  pursuing claims
of infringement on its patent and the Registrant does not believe its patent, or
product or services infringe on the rights of any other person.

COMPETITION

     The  medical  device and service  industries  are highly  competitive.  The
Registrant's   patented  device  and  treatment  process  are  and  will  be  in
competition  with  established  and future  glaucoma  treatment  procedures  and
products. The following table sets forth the type and names of the most commonly
recommended  prescription glaucoma  medications,  the approximate monthly retail
cost of such  medications,  and the side effects of each type of  medication  as
published by The American  Academy of  Ophthalmology.  Since  Medicare  does not
currently reimburse patients for the cost of these prescription  medications but
has paid for the PNT procedure,  the Registrant believes a substantial number of
the  glaucoma  patients  in the U.S.  would  benefit  economically  from the PNT
procedure to the extent their prescription medication could be reduced.

                                        7
<PAGE>
        Medication               Monthly Cost        Side Effects
        ----------               ------------        ------------
BETA BLOCKERS                                  Congestive Heart Failure
        Timolol                     $21.00     Bronchospasm
        Levobunolol                 $42.00     Bradycardia
        Carleolol                   $36.00     Depression, confusion
        Betaxolol                   $65.00     Worsening of myasthenia gravis

ADRENERGIC AGONISTS                            Increased blood pressure,
        Alphagan                    $50.00     Tachyarrythmia
        Dipivefrin                  $33.00     Tremor, Headache,
        Apracionidine               $41.00     Anxiety, Burning on Instillation,
                                               Conjunctival Injection, Pupullary
                                               dilation, Allergic Reactions
CHOLINERGIC AGONISTS
        Pilocarpine                 $25.00     Increased bronchial secretion
        Carbochol                   $26.00     Nausea
        Echothiophate iodide        $31.00     Vomiting, Diarrhea, Apnea,
                                               Increased myopia, Eye or brow
                                               pain, Decreased vision

ORAL CARBONIC ANHYDRASE INHIBITORS             Malaise, anorexia, depression,
                                               parashesias
        Acetazolamide               $33.00     Serum electrolyte abnormalities
        Methazolamide               $19.00     Renal calculi, Blood dyscrsias

     The Registrant's treatment centers will compete directly with other medical
care   providers.   The   future   sale   of  the   Registrant's   products   to
ophthalmologists,   optometrists,   medical   clinics  and  hospitals  may  meet
substantial  resistance from distributors and potential customers,  particularly
until the FDA product label is changed and the insurance/Medicare  billing codes
are established. The Registrant is presently unable to predict when such billing
codes will be established on a national basis.  Ophthalmologists not employed by
the Registrant are likely to discount the benefits of the Registrant's  products
to their  patients from fear of losing  patients to the  Registrant's  treatment
centers, even though the clinical results of the Registrant's products have been
presented at ophthalmic  conventions  in the United States for over three years.
Further,  the  Registrant  will need to establish  the  economic  benefit of its
products to the satisfaction of health maintenance  organizations ("HMO") before
the Registrant's  glaucoma treatment centers receive patient treatment referrals
from HMOs. Today HMOs are responsible for the medical treatment of a substantial
percentage of the population of the United States.

FUTURE ACQUISITIONS

     In February 2000, Registrant  announced plans to seek out  acquisitions in
the medical and other  industries.  Registrant  intends to acquire  companies or
assets  which  provide  cash flow to  Registrant  immediately.  Registrant  will
attempt  to  finance  such  acquisitions  with  cash  from the  exercise  of its
outstanding  warrants or with its common stock.  However,  there is no assurance
that Registrant will be able to complete any acquisition in the future.

EMPLOYEES

     In addition to its two officers,  the Registrant has engaged two persons as
full-time  consultants at the corporate  headquarters,  including Dr. Leo Bores.
The  Registrant  anticipates  hiring  additional  administrative  and  marketing
personnel upon receipt of additional funding.

                                       8
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY.

     During calendar year 1999, the  Registrant's  offices were located at 16929
E. Enterprise Drive,  Suite 202,  Fountain Hills, AZ 85268,  where Registrant is
currently  leasing  approximately  1,600 square feet of space from a third party
landlord.  Registrant  is  paying  approximately  $1,000  per  month,  including
utilities,  in rent for this  space on a  five-year  lease.  In June  1998,  the
Registrant  entered into a  month-to-month  lease for 1,800 square feet of space
adjacent to its original space in Fountain  Hills,  Arizona,  for  approximately
$1,400 per month rent, including utilities. This combined space will be adequate
for the Registrant's  needs throughout its initial  manufacturing  stages,  when
commenced.

     On July 28, 1997 the  Registrant  executed a lease with Dr. Leo Bores,  the
Registrant's Medical Director,  for a 4,200 square foot medical facility located
at 8049 N. 85th Way,  Scottsdale,  Arizona.  This  facility  was the site of the
Registrant's  first treatment center. The monthly lease rate on this facility is
$3,500.  The Registrant has a two-year  option to purchase this building for the
sum of $400,000 cash which it exercised in June, 1999 and subsequently sold this
building for a net gain of approximately $107,000.

     In July 1998 the  Registrant  entered  into a  three-year  lease of a 3,936
square foot medical office in Largo,  Florida, a suburb of Clearwater,  Florida.
The lease term  commenced  on October 1, 1998 and  requires  an initial  monthly
payment of $3,526 per month with an increase of $.50 per annual square foot rent
each subsequent year.

     In June 1998 the Registrant prepaid a one-year lease of a two-bedroom condo
in Clearwater,  Florida for Registrant's  employees and consultants to use while
visiting the planned Clearwater treatment center. The monthly lease rate on this
condo is $1,115.

ITEM 3. LEGAL PROCEEDINGS.

     There  were no  legal  proceedings  involving  the  Registrant  pending  or
threatened  at December 31, 1999.  However,  in February  2000,  Registrant  was
served with a demand for arbitration in San Diego, California by a former public
relations firm of Registrant.  This firm claims a monetary debt of approximately
$19,000  and the  issuance  of  300,000  shares of  Registrant's  common  stock.
Registrant  does not deny the monetary  debt,  but claims the written  agreement
with this public  relations  firm  includes  no  provision  for the  issuance of
Registrant's  stock.  At this time there can be no  assurance  of the outcome of
this arbitration.

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

     During  calendar  year  1999 no  matters  were  submitted  to a vote of the
Registrant's security holders.

                                       9
<PAGE>
                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     MARKET  INFORMATION  The principal  U.S.  market in which the  Registrant's
common shares (all of which are one class,  $.001 par value) were traded was the
over-the-counter  bulletin board market. The aforesaid securities are not traded
or  quoted on any  automated  quotation  system.  Such  over-the-counter  market
quotations  reflect  inter-dealer  prices  without  retail  markup,  markdown or
commission and may not necessarily represent actual transactions.  The following
table  shows the low and the high bid  reported  by the  NASDAQ  Bulletin  Board
System in 1998 and 1999, by fiscal quarter, and through March 15, 2000.

                                                    Low              High
                                                    ---              ----
         January 1, 1999 - March 31, 1999          $0.17             $0.59
         April 1, 1999 - June 30, 1999             $0.15             $0.70
         July 1, 1999 - September 30, 1999         $0.125            $0.39
         October 1, 1999 - December 31, 1999       $0.125            $0.25

         January 1, 1998 - March 27, 1998          $0.63             $3.09
         April 1, 1998 - June 30, 1998             $0.66             $1.75
         July 1, 1998 - September 30, 1998         $0.31             $1.00
         October 1, 1998 - December 31, 1998       $0.09             $0.91

         January 1, 2000 - March 15, 2000          $0.15             $4.00

     In  February  2000,  Registrant  announced  plans to have its common  stock
listed for trading on the Hamburg,  Germany  exchange.  Its common stock is also
traded on the Frankfurt,  Germany exchange.  Registrant will attempt to have its
common  stock  listed for trading on the NASDAQ  National  Market  System or the
NASDAQ Small Cap System at such time as its stock price  becomes  stabilized  at
the appropriate price - $5.00 and $4.00 per share, respectively.

     HOLDERS.  The  Registrant has  approximately  480  stockholders  of record,
including nominee firms for securities dealers.

     DIVIDENDS.  The  Registrant has not paid or declared any dividends upon its
common shares since its inception and, by reason of its present financial status
and its contemplated financial  requirements,  does not intend to pay or declare
any dividends upon its common shares within the foreseeable future.

COMMON STOCK

     The  authorized  capital  stock of the  Registrant  consists of  50,000,000
shares of common  stock,  par value $0.001 per share,  and  3,000,000  shares of
Preferred  Stock,  par value $0.0001 per share. As of March 16, 2000, there were
34,803,084  shares of common  stock and 0 shares of  Preferred  Stock issued and
outstanding.  Holders of common  stock are  entitled  to one vote for each share
held  on  each  matter  to be  acted  upon by  stockholders  of the  Registrant.
Stockholders  do not have  preemptive  rights or the right to cumulate votes for
the  election  of  directors.  Shares are not subject to  redemption  nor to any
liability for further calls.  All shares of common stock issued and  outstanding
are entitled to receive such dividends,  if any, as may be declared by the Board
of Directors in its discretion out of funds legally  available for that purpose,
and to participate pro rata in any distribution of the Registrant's  assets upon
liquidation or dissolution.

                                       10
<PAGE>
     In the event of liquidation or  dissolution of the  Registrant,  all assets
available for distribution after satisfaction of all debts and other liabilities
and after  payment or provision  for any  liquidation  preference  on any issued
Preferred Stock are distributable among the holders of the common stock.

     The transfer agent for the Registrant's common stock is Olde Monmouth Stock
Transfer Co., Inc., 77 Memorial  Parkway,  Suite 101,  Atlantic  Highlands,  New
Jersey 07716.

PREFERRED STOCK

     The Registrant is authorized to issue 3,000,000  shares of Preferred Stock,
par value $.0001 per share,  of which no shares were issued and  outstanding  at
the date of this  Prospectus.  The Preferred Stock shares shall have the rights,
limitations and obligations  which the Board of Directors shall determine at the
time the Preferred Stock is issued.  The Registrant has no present  intention of
issuing any Preferred Stock in the foreseeable future.

COMMON STOCK PURCHASE WARRANTS

     The Registrant has reserved for issuance  1,805,023  shares of common stock
for issuance in the event of the exercise of 1,805,023  outstanding Common Stock
Purchase  Warrants (the "Warrants").  The Warrants  themselves have not been and
will not be registered.  The Warrants are exercisable at any time at an exercise
price of $2.50 per share through December 31, 2000 on which date the unexercised
Warrants  expire.  Registrant may register the shares of common stock underlying
the Warrants in the near future in the event  Registrant's stock price indicates
a substantial number of Warrants would be exercised.

     The Warrants are not subject to redemption by the  Registrant.  The holders
of the Warrants do not have any of the rights or privileges of  stockholders  of
the Registrant,  such as voting rights or the right to receive dividends,  prior
to exercise of the Warrants.  The exercise  price of the Warrants and the number
of Warrants are subject to automatic  proportionate  adjustment  in the event of
any  stock  dividend,  stock  split  or  other  recapitalization  affecting  the
outstanding Registrant common stock.

                                       11
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

YEAR 2000 ISSUES

     The Company believes its present operations are Year 2000 compliant because
the Company's current use of computers on the headquarters  level is minimal and
the  primary  customer  of  the  Company's  treatment  centers  is  the  federal
government.   At  the  headquarters  level  the  Company's  computers  are  used
exclusively for word processing, as opposed to accounting,  functions. Since the
Company's present and future product sales will be done on a cash-on-delivery or
pre-paid  basis,  the Company will have no significant  accounts  receivable for
product sales. All of the Company's  employee payroll functions are handled by a
nationwide  third-party vendor which has advised the Company that its operations
are Year 2000  compliant.  At this time the  Company  believes  the risks to its
operations from a Year 2000 problem are minimal.

YEAR ENDING DECEMBER 31, 1999

     OPERATIONS.  Since  Registrant  closed its  Scottsdale  glaucoma  treatment
center on March 2, 1999, there is no complete year or quarter of the 1999 fiscal
year to compare to the prior year's operations.

     For the year ending December 31, 1999 Registrant  experienced a net loss of
$1,171,734,  which was  comprised  primarily  of a net loss from the  Scottsdale
treatment clinic of $99,613, its general and administrative expenses incurred at
the corporate level of $1,122,361 and a net gain from the sale of the Scottsdale
treatment  center  building  of  $108,500.  The  Registrant  had a net loss from
operations  of  $1,221,974  for the year  ending  December  31,  1999.  58.1% of
Registrant's 1999 corporate  expenses consisted of officers salaries of $300,000
(26.7%),  professional expenses of $221,224 (19.7%) and shareholder services and
media promotion of $131,305 (11.7%). In comparison,  during the 1998 fiscal year
70.0% of  Registrant's  corporate  expense of  $1,386,892  consisted of officers
salaries of $200,000 (14.4%),  professional expenses of $187,584 (13.5%),  stock
option issuance expenses of $186,235 (13.4%) and shareholder  services and media
promotion of $397,753  (28.7%).  Registrant  expects its management  salaries to
increase in 2000 because in March 2000 Dr. LiVecchi was granted an annual salary
of $75,000 and Registrant will be required to appoint as many as two new outside
Directors  in 2000 in order to obtain  listing  for its stock on the NASD NMS or
Small Cap  markets.  Registrant  expects  its  professional  expenses in 2000 to
remain  at a high  level  as a  result  of its  continuing  costs  for  its  FDA
application  presently  estimated at $15,000 per month. As Registrant  continues
its foreign  marketing  efforts in 2000,  its  promotional  expenses will likely
remain high.

     In the first  quarter of 1999 the  services  of Dr. Leo Bores,  the Medical
Director of the Scottsdale  treatment  center,  were needed at the  Registrant's
headquarters in connection with the  Registrant's  FDA product  approval process
and the Scottsdale  treatment center was closed on March 2, 1999.  However,  the
Registrant  intends to move the equipment used in the  Scottsdale  center to the
Clearwater  center without  incurring any loss on that equipment.  No charges or
write-offs  were incurred from the closure of the Scottsdale  treatment  center,
and all  losses  incurred  in the past at the  Scottsdale  treatment  center are
recoverable  from the sale of the  Registrant's  patented  equipment in the U.S.
prior to FDA product approval (see below).

                                       12
<PAGE>
     During 1998 the  Registrant's  Scottsdale  treatment  center produced a net
loss of  $220,181,  with  revenues of $292,788 and costs of revenues of $512,969
without  allocation of management  overhead.  82.1% of the  Scottsdale  center's
expenses were represented by advertising costs of $112,283 (21.9%) and personnel
salaries of $309,039  (60.2%).  In the first quarter of 1999 the services of Dr.
Leo Bores, the Medical Director of the Scottsdale  treatment center, were needed
at the Registrant's headquarters in connection with the Registrant's FDA product
approval  process  and the  Scottsdale  treatment  center was closed on March 2,
1999.  However,  the  Registrant  intends  to  move  the  equipment  used in the
Scottsdale  center to the Clearwater  center without  incurring any loss on that
equipment.  No charges or  write-offs  will be incurred  from the closure of the
Scottsdale  treatment  center,  and  all  losses  incurred  in the  past  at the
Scottsdale  treatment  center are recoverable  from the sale of the Registrant's
patented equipment in the U.S. prior to FDA product approval (see below).

     The Registrant  currently plans on opening its Clearwater  treatment center
within three months of securing the services of a suitable  medical director and
obtaining  sufficient  financing for the center (see below).  The  Registrant is
hopeful,  without any assurance,  that the right  physician will be able to make
the Clearwater treatment center much more profitable than the Scottsdale center.
However,  the Registrant will incur substantial travel expenses in the future in
managing the Clearwater  treatment  center,  expenses which were not involved in
managing the Scottsdale treatment center.

     LIQUIDITY  AND CAPITAL  RESOURCES.  On a  short-term  and  long-term  basis
Registrant  requires only minimal  capital to sustain its  manufacturing  of the
patented equipment, because of Registrant's current inventory levels. Because of
the  Registrant's  cash  position  at year-end  and  general and  administrative
expenses  totaling  approximately  $1,200,000 per year, the Registrant  suffered
from a liquidity shortage during 1999. On May 4, 1999 Registrant obtained a loan
of  $270,000  from a third  party,  bearing an annual  interest  rate of 18% and
secured by Registrant's equipment, inventory and accounts receivable, a security
deposit  of  $40,000  from  the  loan  proceeds  and the  personal  guaranty  of
Registrant's  Chairman,  G. Richard Smith. In June 1999 Registrant  arranged for
the sale of the building in which its Scottsdale treatment center had previously
operated. Registrant received $108,500 of net proceeds from this sale.

     Even with the May 1999 loan and the June 1999 building sale, Registrant was
required  to borrow a total of $68,800  through  December  31, 1999 from its two
officers,  Richard and Gary Smith. Unless substantial product sales are achieved
in the near future, Registrant will continue to experience a liquidity shortage.
There can be no assurance as to when  Registrant's  product will be approved for
sale in the United  States by the FDA or when foreign  sales will  commence in a
substantial manner.  There is no assurance Registrant will be able to obtain any
financing in the future.

                                       13
<PAGE>
     Registrant also requires  approximately  $400,000 to $600,000 to adequately
fund the first year's  operation of its planned  Clearwater  glaucoma  treatment
center.  Registrant is presently planning to secure financing in 2000 to finance
the Clearwater  treatment center.  However, at this time Registrant has received
no  commitments  from any source to provide  such  financing  and its  financing
sources appear limited.

     As a result of the presentation of the Registrant's  patented  equipment at
the various conventions of ophthalmologists in 1998 and 1999, the Registrant has
held discussions with potential distributors for the Registrant's product in the
U.S.  and  internationally  on a  non-exclusive  and  an  exclusive  basis.  The
Registrant  expects  negotiations on one or more U.S. and European  distribution
agreements to continue throughout 2000; however,  there is no assurance that any
distribution contracts will ever be executed by the Registrant.

     As of March 1, 2000  Registrant had warrants for over  1,800,000  shares of
Registrant's   common  stock  held  be  some  25  individuals  as  a  result  of
Registrant's 1997 and 1998 private  placements.  These warrants have an exercise
price of $2.50 and an  expiration  date of  December  31,  2000.  Registrant  is
hopeful that a  substantial  number of these  warrants  will be exercised in the
second half of 2000, if the stock underlying the warrants can be registered with
the SEC and the market price of Registrant's  stock can rise above and remain at
$4.00 per share.

     Registrant  is hopeful it can acquire one or more  assets or  companies  in
2000  which  can  provide  Registrant  with  cashflow  with  which  to fund  its
operations. Registrant would attempt to finance such acquisitions with cash from
the exercise of outstanding warrants or with its common stock. However, there is
no assurance  that  Registrant  will be able to complete any  acquisition in the
future. Additionally, compliance with state and federal securities laws may make
any attempted acquisitions time-consuming and expensive.

     On a long-term basis, Registrant anticipates,  without assurances, that the
sale of its product in the U.S.  and  internationally  will  provide  sufficient
liquidity to the Registrant.

     In February  through  April 1999 the  Registrant  received  loans  totaling
$40,000  from each of G.  Richard  Smith  and Gary R.  Smith,  the  Registrant's
Chairman and President, respectively. These loans accrued annual interest at the
rate  of 15% and  were  repaid  in May  1999.  During  the  second  half of 1999
Registrant  received  loans  totaling  $68,800 from G. Richard Smith and Gary R.
Smith. These loans accrue annual interest at the rate of 15%.

     In July 1998 the  Registrant  commenced  with its plans to open a  glaucoma
treatment  center in  Clearwater,  Florida.  The  Registrant  was  successful in
negotiating a three-year  lease on office space which  commenced in October 1998
and Registrant thought it had negotiated an employment  contract with a suitable
physician to serve as medical director of the Clearwater  center.  However,  the
negotiations  with the doctor were not completed and the Registrant has not been
able to locate a suitable  medical  director as yet.  The  Registrant  currently
plans on opening its Clearwater treatment center within three months of securing
the services of a suitable medical director and obtaining  sufficient  financing
for the center (see below). The Registrant  incurred expenses of $54,945 in 1998
in connection with the Clearwater  treatment center.  The Registrant is hopeful,
without  any  assurance,  that  the  right  physician  will be able to make  the
Clearwater  treatment  center  profitable.  However,  the Registrant  will incur
substantial  travel expenses in the future in managing the Clearwater  treatment
center,  expenses which were not involved in managing the  Scottsdale  treatment
center.

                                       14
<PAGE>
YEAR ENDING DECEMBER 31, 1998

     OPERATIONS.  Registrant was a development stage company through the quarter
ended  September  30,  1997,  with  revenues  having  been  generated  from  its
Scottsdale  glaucoma treatment center starting on September 1, 1997.  Therefore,
there is no comparable  complete prior year's operations to which to compare the
operating results of December 31, 1998.

     For the year ending  December 31, 1998  Registrant  experienced  a net loss
from  operations  of  $1,607,063,  which  was  comprised  of  a  net  loss  from
Registrant's  Scottsdale  treatment  center  of  $220,181  and its  general  and
administrative expenses incurred at the corporate level of $1,386,892.  70.0% of
Registrant's  corporate  expenses  consisted  of  officers  salaries of $200,000
(14.4%),  professional  expenses  of $187,584  (13.5%),  stock  option  issuance
expenses of $186,235  (13.4%) and  shareholder  services and media  promotion of
$397,753 (28.7%). Registrant expects its professional expenses in 1999 to remain
at a high  level as a result of its  continuing  costs  for its FDA  application
presently  estimated at $25,000 per month.  Registrant  expects no change in its
officers  salaries in 1999 and expects some stock option expense may be incurred
at the end of 1999. Since most of Registrant's shareholder services expenses are
paid with Registrant's  stock and not cash,  Registrant's  shareholder  services
expenses are likely to remain high in 1999.

     During 1998 Registrant's  Scottsdale treatment center generated $292,788 of
gross  revenues.  Included in these  revenues are billings for the  Registrant's
patented procedure from the last quarter of 1997 which were rebilled to Medicare
in the first quarter,  because Medicare began to pay for the patented procedure.
The Registrant  generally recognizes services rendered as revenues when rendered
to the patient.  However, at the end of the final quarter of 1997 the Registrant
wrote-off  approximately $35,000 of revenues from its patented procedure because
Medicare was refusing to pay for these  procedures  at December 31, 1997. At the
present time Medicare is paying over 95% of the amount charged by the Registrant
for its  patented  treatments.  Any  amount  not  paid by  Medicare  or  another
third-party  payor for the  Registrant's  patented  procedure  or a  traditional
diagnostic  or  treatment  procedure  is  written  off  by the  Registrant  on a
patient-by-patient  basis when the payment is received by the Registrant,  which
is the  general  practice  in the  medical  profession.  At  1998  year-end  the
Registrant  wrote-off  $12,655  of  receivables  as  uncollectible,   which  the
Registrant  does not  consider  material  to its total  revenues  or  results of
operations in 1998.

ITEM 7. FINANCIAL STATEMENTS.

     See Financial Statements starting on page F-1 for this information.

ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     The Registrant has not changed  accountants or had any  disagreements  with
its accountants during the audits of the last two fiscal years.

                                       15
<PAGE>
                                    PART III

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

     The directors and executive  officers of the  Registrant as of December 31,
1999 were as follows:

           Name and Address                               Position
           ----------------                               --------
      G. Richard Smith                        Director, Chairman and Secretary
      16929 E. Enterprise Drive Suite 202
      Fountain Hills, AZ 85268

      Gary R. Smith                           Director, President and Treasurer
      16929 E. Enterprise Drive Suite 202
      Fountain Hills, AZ 85268

      John T. LiVecchi                        Director
      16929 E. Enterprise Drive Suite 202
      Fountain Hills, AZ 85268

     The  Registrant  presently  has two  vacancies  on its Board of  Directors.
Richard and Gary Smith are brothers.

     G.  Richard  Smith,  age 51, has been a Director  of the  Registrant  since
November 5, 1996 and  Secretary of the  Registrant  since  November 5, 1996.  He
became  Chairman in March,  1998. From July, 1995 to November 5, 1996 G. Richard
Smith was a joint  venture  partner  in  American  Glaucoma,  the  company  that
developed the concept of glaucoma treatment centers throughout the U.S which was
sold to the Registrant. From July, 1995 to November 5, 1996 G. Richard Smith was
a member and President of  Ophthalmic  International,  L.L.C.,  the company that
developed and patented the glaucoma  treatment which was sold to the Registrant.
From 1987 to June,  1995 G. Richard Smith was co-owner and President of Southern
California Medical Distributors, Ltd. ("SCMD") which developed a turbine powered
keratome for eye surgery.  G.  Richard  Smith  attended  Oakland  University  in
Oakland County, Michigan from 1968 to 1970.

     Gary R. Smith, age 55, has been a Director of the Registrant since November
5, 1996, and President and Treasurer of the  Registrant  since November 5, 1996.
From July, 1995 to November 5, 1996 Gary R. Smith was a joint venture partner in
American Glaucoma,  the company that developed the concept of glaucoma treatment
centers throughout the U.S which was sold to the Registrant.  From July, 1995 to
November  5,  1996 Gary R.  Smith was a member  and Vice  President  of  Product
Development and Manufacturing of Ophthalmic  International,  L.L.C., the company
that  developed  and  patented  the  glaucoma  treatment  which  was sold to the
Registrant.  From  1987 to  June,  1995  Gary R.  Smith  was  co-owner  and Vice
President of Product  Development  and  Manufacturing  for  Southern  California
Medical  Distributors,  Ltd.  ("SCMD"),  where he  developed  a turbine  powered
keratome for eye surgery. Gary R. Smith attended Detroit Institute of Technology
in Detroit, Michigan from 1961 through 1963.

     John T.  LiVecchi,  age 51, has been a  Director  of the  Registrant  since
December 16, 1996. From July, 1995 to November 5, 1996 Dr. LiVecchi was a member
of Ophthalmic International, L.L.C., the company that developed and patented the
glaucoma  treatment  which  was  sold to the  Registrant.  Dr.  LiVecchi  had no
relationship to American  Glaucoma.  Dr. LiVecchi received his medical degree in
1977 from the University of Rome,  Italy.  From 1983 to present Dr. LiVecchi has
been in private medical  practice in the field of ophthalmology in the Scranton,
Pennsylvania  area. Dr. LiVecchi has been on the staff of several  hospitals and
universities. Dr. LiVecchi is licensed to practice medicine in the States of New
York, Michigan and Pennsylvania. Dr. LiVecchi has authored numerous articles and
presentations.  In  1994  Dr.  LiVecchi  undertook  the  project  of  developing
equipment  and  procedures  for  treating  open angle  glaucoma,  along with the
Registrant's other Directors.

                                       16
<PAGE>
     Messrs.  Smith,  Smith and  LiVecchi  were the three  owners of SCMD  which
developed a turbine powered keratome for eye surgery.  They sold this company to
its Chinese  distributor  in 1995.  During the last year  before its sale,  this
company  had  total  revenues  of  approximately  $1,050,000  and net  income of
approximately  $695,000. This company was sold for a multiple of its net income.
Messrs.  Smith,  Smith and  LiVecchi  sold SCMD to devote  their  efforts to the
development of the glaucoma  treatment  process and  equipment,  which they felt
could be more profitable than the turbine keratome.

KEY EMPLOYEE

     Dr.  Leo  Bores,  as  the  former  Medical  Director  of  the  Registrant's
Scottsdale  glaucoma treatment center, is a key employee of the Registrant.  Dr.
Bores  received a B.S.  degree in  Biochemistry  and  Biology in 1958 from Wayne
State University.  Dr. Bores received his degree from the Wayne State University
College of Medicine in 1962 and he served his  internship at Harper  Hospital in
Detroit,  Michigan in 1962 and 1963.  Dr. Bores was a resident in  Ophthalmology
from 1963 to 1968 and was certified by the American  Board of  Ophthalmology  in
1969.  Dr.  Bores  is  internationally   known  for  his  contributions  to  the
development  of radial  keratotomy  ("RK").  In 1994, Dr. Bores received the 1st
Annual Award for outstanding  scientific  contributions to eye microsurgery.  In
1995 Dr. Bores  became the 12th  recipient of the  Innovators  in  Ophthalmology
Award  from the  American  Society  for  Cataract  and  Refractive  Surgery  for
outstanding contributions in ophthalmic surgery. Prior to joining the Registrant
in July 1997 Dr. Bores owned and operated The Bores Eye Institute in Scottsdale,
Arizona,  practicing ophthalmic surgery and specializing in RK for approximately
10 years.

ITEM 10. EXECUTIVE COMPENSATION.

     The  following  table sets forth the  salaries  of the  Registrant's  three
directors for the fiscal year ending December 31, 1999.
<TABLE>
<CAPTION>
                                                                     Long Term Compensation
                                 Annual Compensation            ---------------------------------
                         ------------------------------------              Securities    Awards       Payouts
Name and                                          Other        Restricted  Underlying  ----------  ---------------
Principal                                         Annual         Stock      Options/     LTIP        All Other
Position           Year  Salary($)  Bonus($)  Compensation($)   Awards($)    SARS(#)   Payouts($)  Compensation($)
--------           ----  ---------  --------  ---------------   ---------    -------   ----------  ---------------
<S>                <C>   <C>        <C>        <C>               <C>        <C>         <C>           <C>
G. Richard Smith,  1999    $   0(1)    --        $      0           --      400,000(2)     --             --
Chairman           1998    $   0       --        $125,000(3)        --      500,000(4)     --             --

Gary R. Smith,     1999    $   0(1)    --        $      0           --      400,000(2)     --             --
President          1998    $   0       --        $125,000(3)        --      500,000(4)     --             --

John LiVecchi      1999    $   0       --              --           --      400,000(2)     --             --
Director           1998    $   0       --              --           --      400,000(5)     --             --
</TABLE>
----------
(1)  An annual  salary of $150,000 was accrued but not paid to G. Richard  Smith
     and Gary R. Smith during 1999.
(2)  These  options were awarded in December  1998,  have a ten-year term and an
     exercise price of $.05 per share.
(3)  $100,000 of accrued salary for 1998 and $20,000 of salary accrued from 1997
     was  paid to each G.  Richard  Smith  and  Gary  R.  Smith  in the  form of
     restricted common stock at the rate of $.03 per share on December 21, 1998,
     which was the same rate offered to all employees for accrued  salaries.  G.
     Richard  Smith and Gary R. Smith also  received  $5,000 cash as interest on
     their accrued salaries in October 1996.
(4)  These options were awarded in November 1999, have a five-year term, may not
     be exercised  until  November 2000 and have an exercised  price of $.20 per
     share.
(5)  These options were awarded in November 1999, have a five-year term, may not
     be exercised  until  November  2000 and have an exercise  price of $.20 per
     share.

                                       17
<PAGE>
     In August 1999, Dr. Bores commenced  serving the Registrant as a consultant
for the  annual  salary of  $120,000.  In March  2000,  the  Board of  Directors
approved an annual  salary of $75,000  for Dr.  LiVecchi to commence on April 1,
2000,  although  this  salary  will not be paid  until  Registrant's  cash  flow
condition improves.

STOCK OPTION PLANS

     In December  1998,  the  Registrant's  Board of Directors  adopted The 1998
Stock Option Plan (the "1998 Option  Plan") and  1,550,000  shares were reserved
for issuance  thereunder.  The 1998 Option Plan is structured to allow the Board
of  Directors  discretion  in creating  equity  incentives  to  management,  key
employees  and  professional  consultants  for  the  purpose  of  assisting  the
Registrant in motivating and retaining appropriate talent. On December 21, 1998,
the Registrant  granted options for a total of 1,550,000  shares of Registrant's
common stock.  These options have ten-year  terms and may be exercised  within 3
months  after  termination  of  employment,  except if the  optionee  dies while
employed, the option may be exercised by the optionee's beneficiary. All options
issued have stock  appreciation  rights  whereby the option may be  exercised by
redeeming the appreciated value of the option and without cash being paid by the
optionee,  except the Registrant's officers must wait one year after the date of
grant to exercise stock appreciation rights.  The following individuals received
options for the  following  number of shares at the indicated  option price:  G.
Richard Smith 400,000 shares at $.05;  Gary R. Smith 400,000 shares at $.05; Dr.
John T. LiVecchi  400,000  shares at $.05;  and Dr. Leo Bores 200,000  shares at
$.075. A consultant to the  Registrant  received an option for 150,000 shares at
$.075 per share.  Since these  options  were  granted on a date when the average
market price for the Registrant's  stock was $.10, the Registrant  accounted for
the granting of these options as an expense and increase to stockholder's equity
of $186,235 in 1998. In February 2000, Dr. Bores exercised all of his options.

     In November  1999,  the  Registrant's  Board of Directors  adopted The 1999
Employee Stock Option Plan (the "1999 Employee  Option Plan") and 575,000 shares
were  reserved  for  issuance  thereunder.  The  1999  Employee  Option  Plan is
structured  to allow  the  Board of  Directors  discretion  in  creating  equity
incentives  to key  employees and  professional  consultants  for the purpose of
assisting the  Registrant in motivating  and retaining  appropriate  talent.  On
November 3, 1999, the Registrant  granted  options for a total of 575,000 shares
of  Registrant's  common stock.  These  options have  ten-year  terms and may be
exercised at any time after one year from the date of grant until 3 months after
termination  of  employment,  except if the optionee  dies while  employed,  the
option may be exercised by the optionee's beneficiary. Dr. Leo Bores was granted
an option  for  300,000  shares  with an  exercise  price of $.20 per  share.  A
consultant to the  Registrant  received an option for 150,000 shares at $.20 per
share and three additional independent  contractors received options for a total
of 125,000  shares at $.20 per share.  These options may not be exercised  until
November 3, 2000.

     In November  1999,  the  Registrant's  Board of Directors  adopted The 1999
Management Stock Option Plan (the "1999  Management  Option Plan") and 1,400,000
shares were reserved for issuance thereunder. The 1999 Management Option Plan is
structured  to allow  the  Board of  Directors  discretion  in  creating  equity
incentives  to  Directors  for  the  purpose  of  assisting  the  Registrant  in
motivating and retaining appropriate talent. On November 3, 1999, the Registrant
granted options for a total of 1,400,000  shares of  Registrant's  common stock.
These options have ten-year  terms  (except for 10%  shareholders  who only have
five-year  terms) and may be  exercised at any time after one year from the date
of grant until 3 months after termination of employment,  except if the optionee
dies while employed, the option may be exercised by the optionee's  beneficiary.
All options issued have stock appreciation rights

                                       18
<PAGE>
whereby the option may be exercised by redeeming  the  appreciated  value of the
option and without cash being paid by the optionee.  The  following  individuals
received  options for the  following  number of shares at the  indicated  option
price: G. Richard Smith,  500,000 shares at $.20; Gary R. Smith,  500,000 shares
at $.20 and Dr. John T. LiVecchi,  400,000 shares at $.20. These options may not
be exercised until November 3, 2000.

     The Registrant currently has no pension,  retirement,  annuity,  savings or
similar benefit plan which provides  compensation  to its executive  officers or
directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     As of  March  16,  2000  there  were  34,803,084  outstanding  shares.  The
following  table sets  forth the name,  address,  number of shares  beneficially
owned, and the percentage of the  Registrant's  total  outstanding  common stock
shares owned by: (i) each of the Registrant's  Officers and Directors;  (ii) the
Registrant's  Officers and Directors as a group; and (iii) other shareholders of
5% or more of the Registrant's total outstanding common stock shares.

                    Name and Address            Amount and Nature of     Percent
Title of Class      Beneficial Owner            Beneficial Ownership    of Class
--------------      ----------------            --------------------    --------
Common Stock   Gary R. Smith                         8,595,012 (1)         24.7%
               16929 E. Enterprise Drive Suite 202
               Fountain Hills, AZ 85268

Common Stock   G. Richard Smith                      8,992,612 (2)         25.8%
               16929 E. Enterprise Drive Suite 202
               Fountain Hills, AZ 85268

Common Stock   John T. LiVecchi                      1,670,000 (3)          4.8%
               16929 E. Enterprise Drive Suite 202
               Fountain Hills, AZ 85268

Common Stock   Officers and Directors, as a         19,257,624 (4)         55.3%
                  Group (3 People)

----------
(1)   Does not include  900,000  shares of stock which may be  purchased  by Mr.
      Smith under the  Registrant's  Stock Option Plans.  In the event Mr. Smith
      purchased  all  of  those  shares,  Mr.  Smith  would  own  26.6%  of  the
      Registrant's total outstanding shares.

(2)   Does not include  900,000  shares of stock which may be  purchased  by Mr.
      Smith under the  Registrant's  Stock Option Plans.  In the event Mr. Smith
      purchased  all  of  those  shares,  Mr.  Smith  would  own  27.7%  of  the
      Registrant's total outstanding shares.

(3)   Does not include  800,000  shares of stock which may be  purchased  by Dr.
      LiVecchi  under the  Registrant's  Stock  Option  Plans.  In the event Dr.
      LiVecchi purchased all of those shares, Dr. LiVecchi would own 6.9% of the
      Registrant's total outstanding shares.

(4)   Does not  include  a total of  2,600,000  shares  of  stock  which  may be
      purchased  by each of Mr.  Gary R.  Smith,  Mr. G.  Richard  Smith and Dr.
      LiVecchi under the  Registrant's  Stock Option Plans. In the event Messrs.
      Smith,  Smith and  LiVecchi  purchased  all of those  shares,  they  would
      collectively own 58.4% of the Registrant's total outstanding shares.

                                       19
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On  November  5,  1996,  the  Registrant  entered  into the Asset  Purchase
Agreement with Ophthalmic International,  L.L.C., and American Glaucoma, whereby
6,796,112 restricted shares of the Registrant's common stock were issued to each
of Gary R. Smith and G. Richard  Smith,  and  2,000,000  restricted  shares were
issued to John T.  LiVecchi.  Messrs.  Smith,  Smith  and  LiVecchi  became  the
Registrant's  sole  Directors as a result of this  transaction.  For  accounting
purposes,  Messrs.  Smith,  Smith and LiVecchi are deemed to have no cost in the
assets transferred to the Registrant.

     On July 28, 1997 the  Registrant  purchased  medical  equipment  and office
furniture  from Dr. Leo Bores for  $50,000  cash and a $75,000  promissory  note
bearing 10% annual  interest.  One-half of this promissory note was paid in July
1998 and the other half was paid in December 1998. The  approximate  fair market
value of this  furniture  and  equipment  was  determined  to be  $125,000 by an
independent  appraiser.  The Registrant  also executed a two-year lease with Dr.
Bores  in  July,  1997 for the  site of the  Registrant's  Scottsdale  treatment
center.  The  $3,500  monthly  lease rate for this  4,200  square  foot space is
roughly equal to the mortgage  payment of Dr. Bores on this space. In June 1999,
Registrant  exercised its option to purchase  this  building for $400,000  cash,
from Dr. Bores.

     During 1999 G. Richard Smith loaned Registrant a total of $82,500, of which
$36,800 was repaid in May, 1999.  These loans bear 15% annual  interest rate. At
December 31, 2000 G. Richard Smith was owed  $53,700.  Through March 15, 2000 G.
Richard Smith had loaned an additional $116,000 to Registrant on the same terms.

During 1999 Gary R. Smith loaned  Registrant a total of $35,000 of which $11,900
was repaid in May, 1999.  These loan bear 15% annual  interest rate. At December
31, 2000 Gary R. Smith was owed  $26,260.  Through  March 15, 2000 Gary R. Smith
had loaned an additional $116,000 to Registrant on the same terms. PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8K.

     Reference is herewith  made to the financial  statements  and notes thereto
included  herein and to the cover page of this 10-KSB with  respect to documents
incorporated by reference in accordance with Rule 12b-33.

         Exhibits   10.1   1999 Management Stock Option Plan

                    10.2   1999 Employee Stock Option Plan

                    10.3   Form of 1999 Management Stock Option Agreement

                    10.4   Form of 1999 Employee Stock Option Agreement

                    27     Financial Data Schedule

         Financial Statements -- F-1

                                       20
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf on March 27, 2000 by the undersigned, thereunto authorized.

                                        CORONADO INDUSTRIES, INC.


                                        By: /s/ Gary R. Smith
                                            ------------------------------------
                                            Gary R. Smith, President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the Registrant and in the
capacities on the date(s) indicated.



/s/  G. Richard Smith       Chairman (Chief Executive      Dated: March 27, 2000
-------------------------   Officer), Secretary and
     G. Richard Smith       Director


/s/  Gary R. Smith          President,                     Dated: March 27, 2000
-------------------------   Treasurer (Chief Accounting
     Gary R. Smith          Officer), Director


-------------------------   Director                       Dated:
     John LiVecchi

                                       21
<PAGE>
                      SUPPLEMENTAL INFORMATION AND EXHIBITS

SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE  SECURITIES  EXCHANGE  ACT OF 1934 BY  REGISTRANTS  WHICH  HAVE NOT
REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

     The  Registrant's  fiscal year ended  December  31,  1999.  The  Registrant
currently has not held its Annual Meeting of Stockholders.

     Four copies of all  material to be mailed to  stockholders  with respect to
such meeting will be furnished to the  Securities  and Exchange  Commission  but
such  documents,  when  furnished,  will  not be  deemed  to be  filed  with the
Securities  and Exchange  Commission  or  otherwise  subject to  liabilities  of
Section 18 of the Act  (except to the extent  that the  Registrant  specifically
incorporates  such material by reference in any subsequent  Form 10-KSB);  it is
expected that such documents  will consist of a Form of Proxy,  Notice of Annual
Meeting, Information Statement with Schedules and/or Exhibits annexed thereto.

                                       22
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To The Stockholders and Board of Directors of
Coronado Industries, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Coronado
Industries,  Inc.  as  of  December  31,  1999,  and  the  related  consolidated
statements of operations,  changes in stockholders'  equity (deficit),  and cash
flows  for the years  ended  December  31,  1999 and  1998.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Coronado Industries,
Inc. as of December  31,  1999,  and the results of its  operations,  changes in
stockholders' equity (deficit),  and its cash flows for the years ended December
31, 1999 and 1998 in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 10 to
the  consolidated  financial  statements,  the Company's  significant  operating
losses raise substantial doubt about its ability to continue as a going concern.
The consolidated  financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


Certified Public Accountants            /s/ Semple & Cooper, LLP

Phoenix, Arizona
March 20, 2000
                                       F-1
<PAGE>
                            CORONADO INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1999


                                     ASSETS

Current Assets:
   Cash and cash equivalents (Note 1)                               $     3,454
   Inventory (Notes 1 and 9)                                             24,265
                                                                    -----------
        Total Current Assets                                             27,719

Property and Equipment, Net (Notes 1, 2 and 9)                          115,767

Other Assets:
   Intangible assets, net (Notes 1 and 3)                                28,833
   Deferred loan expenses                                                26,000
                                                                    -----------

        Total Assets                                                $   198,319
                                                                    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
  Accounts payable                                                  $    94,252
  Notes payable - related parties (Note 4)                               79,960
  Accrued salaries                                                      276,090
  Other liabilities                                                       2,835
                                                                    -----------

        Total Current Liabilities                                       453,137

Long-Term Liabilities:
  Note payable (Note 9)                                                 230,000
                                                                    -----------
        Total Liabilities                                               683,137
                                                                    -----------
Commitments: (Note 7)                                                        --

Stockholders' Equity (Deficit): (Note 5)
  Preferred stock - $.0001 par value; 3,000,000 shares
    authorized, none issued or outstanding                                   --
  Common stock - $.001 par value; 50,000,000 shares
    authorized, 33,385,046 shares issued and outstanding                 33,385
  Additional paid-in capital                                          3,170,378
  Accumulated deficit                                                (3,688,581)
                                                                    -----------

        Total Stockholders' Equity (Deficit)                           (484,818)
                                                                    -----------

        Total Liabilities and Stockholders' Equity (Deficit)        $   198,319
                                                                    ===========

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       F-2
<PAGE>
                            CORONADO INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                                   1999                1998
                                               ------------        ------------

Revenues                                       $     74,005        $    292,788

Cost of Revenues                                    173,618             512,969
                                               ------------        ------------
Gross Loss                                          (99,613)           (220,181)

General and Administrative Expenses               1,122,361           1,386,892
                                               ------------        ------------

Loss from Operations                             (1,221,974)         (1,607,073)
                                               ------------        ------------
Other Income (Expense):
   Interest expense                                 (35,780)            (15,007)
   Interest income                                       25                  --
   Other miscellaneous expense                      (22,505)                 --
   Other Income                                     108,500                  66
                                               ------------        ------------

        Total Other Income (Expense)                 50,240             (14,941)
                                               ------------        ------------

Net Loss                                       $ (1,171,734)       $ (1,622,014)
                                               ============        ============
Basic Loss per Share (Note 1)                  $       (.04)       $       (.08)
                                               ============        ============

Weighted Average Shares Outstanding              32,208,146          20,741,858
                                               ============        ============

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       F-3
<PAGE>
                            CORONADO INDUSTRIES, INC.
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                                  Total
                                          Common Stock                                            Stock-
                                     -----------------------      Additional                     holders'
                                       Shares                      Paid-in       Accumulated     Equity
                                     Outstanding      Amount       Capital         Deficit      (Deficit)
                                     -----------      ------       -------         -------       ---------
<S>                                  C>             <C>          <C>            <C>            <C>
Balance at December 31, 1997          18,962,653      $18,962     $  730,622     $  (894,833)   $  (145,249)

Proceeds from sale of stock,
 net of costs of $259,320              3,715,367        3,716      1,315,079              --      1,318,795

Stock issued for services              8,866,334        8,867        539,095              --        547,962

Stock issued as loan payment              15,822           16          7,895              --          7,911

Stock options issued for services             --           --        186,235              --        186,235

Net loss                                      --           --             --      (1,622,014)    (1,622,014)
                                      ----------      -------     ----------     -----------    -----------
Balance at December 31, 1998          31,560,176       31,561      2,778,926      (2,516,847)       293,640

Stock issued for services              1,017,357        1,017        245,939              --        246,956

Stock issued for salaries                807,513          807        124,233              --        125,040

Options and warrants issued for
 services                                     --           --         21,280              --         21,280

Net loss                                      --           --             --      (1,171,734)    (1,171,734)
                                      ----------      -------     ----------     -----------    -----------
Balance at December 31, 1999          33,385,046      $33,385     $3,170,378     $(3,688,581)   $  (484,818)
                                      ==========      =======     ==========     ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       F-4

<PAGE>
                            CORONADO INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                                        1999            1998
                                                    -----------     -----------
Cash Flows from Operating Activities:
 Cash received from customers                       $   243,910     $   239,258
 Cash paid to suppliers and employees                  (551,505)     (1,249,697)
 Interest paid                                          (35,780)             --
 Interest received                                           25              --
                                                    -----------     -----------
      Net cash used by operating activities            (343,350)     (1,010,439)
                                                    -----------     -----------
Cash Flows from Investing Activities:
 Purchase of fixed assets                                    --         (26,666)
                                                    -----------     -----------
      Net cash used by investing activities                  --         (26,666)
                                                    -----------     -----------
Cash Flows from Financing Activities:
 Repayment of notes payable                                  --        (310,477)
 Cash received from sale of stock                            --       1,318,795
 Proceeds from debt                                     309,960              --
                                                    -----------     -----------
      Net cash provided by financing activities         309,960       1,008,318
                                                    -----------     -----------

Net decrease in cash and cash equivalents               (33,390)        (28,787)

Cash and cash equivalents at beginning of year           36,844          65,631
                                                    -----------     -----------

Cash and cash equivalents at end of year            $     3,454     $    36,844
                                                    ===========     ===========

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       F-5
<PAGE>
                            CORONADO INDUSTRIES, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                                       1999             1998
                                                   -----------      -----------
Reconciliation of Net Loss to Net Cash
 Used by Operating Activities:
      Net loss                                     $(1,171,734)     $(1,622,014)
                                                   -----------      -----------
Adjustments to reconcile net loss to net cash
 used by operating activities:
  Depreciation                                          28,669           31,632
  Amortization                                           3,756            3,756
  Stock issued for services                            246,956          547,962
  Interest added to principal of notes
    payable                                                 --           15,007
  Stock options issued for services                     21,280          186,235
  Stock issued for salaries                            125,040               --

Changes in Assets and Liabilities:
  Accounts receivable
    - trade                                             61,405          (53,596)
    - other                                                 --            3,999
  Inventory                                                600           18,166
  Prepaid expenses                                      22,490           82,010
  Deferred loan expenses                               (26,000)              --
  Accounts payable                                      65,263          (47,701)
  Accrued salaries                                     276,090         (153,673)
  Other liabilities                                      2,835          (22,222)
                                                   -----------      -----------

                                                       828,384          611,575
                                                   -----------      -----------

Net Cash Used by Operating Activities              $  (343,350)     $(1,010,439)
                                                   ===========      ===========

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       F-6
<PAGE>
                            CORONADO INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND USE OF
     ESTIMATES:

     Organization:

     Coronado Industries,  Inc. (the Company) was originally  incorporated under
     the laws of the State of New York in December 1989 as First Lloyd  Funding,
     Inc., which  subsequently  changed its name to Logical Computer Services of
     New York, Ltd. In September, 1996, the Company changed its name to Coronado
     Industries,  Inc. The Company was a non-operating  shell  corporation  with
     nominal  net assets  prior to its  merger on  November  5,  1996,  when the
     Company  acquired one hundred  percent  (100%) of the assets of  Ophthalmic
     International, L.L.C. and American Glaucoma.

     The stockholders of American Glaucoma and Ophthalmic International, L.L.C.,
     which are the same for both corporations,  obtained majority control of the
     Company in the combination,  and therefore,  were considered the accounting
     acquiror. Therefore, the transaction was accounted for as a reverse merger.

     The Company was in the development stage from its acquisition of Ophthalmic
     International,  L.L.C.  and  American  Glaucoma in  November,  1996 through
     September,  1997. In September,  1997,  American  Glaucoma opened its first
     glaucoma treatment clinic in Scottsdale, Arizona. Ophthalmic International,
     L.L.C.  has  received  a patent  on the  method  for  treating  Open  Angle
     Glaucoma,  as well as the  devices  used in the  treatment,  including  the
     Vacuum Fixation  Device.  The Company intends to manufacture and market the
     patented  Vacuum  Fixation  Device and the patented  suction rings to major
     medical supply companies and health care providers throughout the world.

     Principles of Consolidation:

     The  consolidated  financial  statements  include the  activity of Coronado
     Industries,  Inc., together with its wholly-owned subsidiaries,  Ophthalmic
     International,   Inc.,   American  Glaucoma,   Inc.  and  Arizona  Glaucoma
     Institute, Inc. All significant intercompany accounts and transactions have
     been eliminated.

     Use of Estimates in the Preparation of Financial Statements:

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  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.

                                       F-7
<PAGE>
                            CORONADO INDUSTRIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND USE OF
     ESTIMATES: (CONTINUED)

     Cash and Cash Equivalents:

     Cash  and  cash   equivalents  are  considered  to  be  all  highly  liquid
     investments purchased with an initial maturity of three (3) months or less.

     Inventories:

     Inventories  consist primarily of raw materials and are stated at the lower
     of cost, as determined on a first-in, first-out (FIFO) basis or market.

     Property and Equipment:

     Property and  equipment  are stated at cost.  Maintenance  and repairs that
     neither materially add to the value of the property nor appreciably prolong
     its life are charged to operations as incurred. Betterments or renewals are
     capitalized  when  incurred.  Depreciation  is provided  using  accelerated
     methods over the following useful lives:

          Office furniture and equipment                            5-7 years
          Machinery and equipment                                   5-7 years
          Leasehold improvements                                   7-39 years

     Deferred Income Taxes:

     Deferred  income  taxes  are  provided  on an asset and  liability  method,
     whereby  deferred  tax  assets  are  recognized  for  deductible  temporary
     differences  and operating loss and tax credit  carryforwards  and deferred
     tax liabilities are recognized for taxable temporary differences. Temporary
     differences are the differences  between the reported amounts of assets and
     liabilities  and their tax basis.  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.  Deferred tax assets and liabilities are adjusted for the effects
     of changes in tax laws and rates on the date of enactment.

     Loss Per Share:

     Basic loss per share  includes no dilution and is computed by dividing loss
     to common  stockholders  by the weighted  average  number of common  shares
     outstanding  for the  period.  Assumed  exercise of the  outstanding  stock
     options  and  warrants  at  December  31,  1999 and 1998 of  5,430,023  and
     3,355,023,  respectively,  have been excluded from the calculation of basic
     net loss per common share as their effect is antidilutive.  In addition, as
     the Company has a net loss available to common  stockholders  for the years
     ended  December  31,  1999 and 1998 the diluted  EPS  calculation  has been
     excluded from the financial statements.

                                       F-8
<PAGE>
                            CORONADO INDUSTRIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND USE OF
     ESTIMATES: (CONTINUED)

     Intangible Assets:

     The Company  reviews its  intangible  assets at least  annually to evaluate
     potential  impairment  by comparing  the carrying  value of the  intangible
     assets  with  expected  future net  operating  cash flows from the  related
     operations.  If the expected  future net operating cash flows are less than
     the carrying value, the Company  recognizes an impairment loss equal to the
     amount by which the carrying value exceeds the discounted  expected  future
     net operating cash flows from the related operations.

     Advertising:

     Advertising  costs are charged to  operations  when  incurred.  Advertising
     costs for the years  ended  December  31,  1999 and 1998 were  $26,050  and
     $120,102, respectively.

     Revenue Recognition:

     The Company  recognizes  revenues on the accrual basis, when the procedures
     are performed, or equipment is delivered.

     Stock Based Compensation:

     The Company has elected to follow  Accounting  Principals Board Opinion No.
     25,  Accounting  for Stock Issued to Employees (APB No. 25) and the related
     interpretations in accounting for its employee stock options. Under APB No.
     25, if the exercise  price of employee  stock options equals or exceeds the
     market price of the underlying  stock on the date of grant, no compensation
     expense is recorded.  If the exercise  price of employee  stock  options is
     below  the  market  price of the  underlying  stock  on the date of  grant,
     compensation  expense is recorded in the year of grant in  accordance  with
     FAS No. 123. See Note 5 below. The Company has adopted the  disclosure-only
     provisions  of  Statement  of  Financial   Accounting  Standards  No.  123,
     Accounting  for  Stock-based  Compensation  (Statement  No.  123)  when the
     exercise price equals or exceeds the market price on the date of grant.

2.   PROPERTY AND EQUIPMENT:

     At December 31, 1999, property and equipment consists of the following:

          Office furniture and equipment                           $ 58,433
          Machinery and equipment                                   141,270
          Leasehold improvements                                      5,463
                                                                   --------
                                                                    205,166
          Less: accumulated depreciation                            (89,399)
                                                                   --------
          Net property and equipment                               $115,767
                                                                   ========


     Depreciation  expense was $28,669 and $31,632, for the years ended December
     31, 1999 and 1998, respectively.

                                       F-9
<PAGE>
                            CORONADO INDUSTRIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.   INTANGIBLE ASSETS:

     Intangible  assets consist of goodwill,  which represents the excess of the
     cost of the combined  companies  over the fair value of their net assets at
     the date of  combination,  and legal  costs  incurred  to  secure  patents.
     Goodwill and patents are being amortized  ratably over five (5) and fifteen
     (15) years,  respectively.  Amortization  expense charged to operations for
     the  years  ended  December  31,  1999  and  1998 was  $3,756  and  $3,756,
     respectively.

4.   RELATED PARTY TRANSACTIONS:

     Notes Payable - Related Parties:

     As of December 31, 1999, notes payable - related parties consist of various
     15% notes to two principal  stockholders.  The combined balance at December
     31, 1999 is $79,960. These notes are considered short-term in nature.

5.   STOCKHOLDERS' EQUITY (DEFICIT):

     Common Stock and Common Stock Warrants:

     100,000  common stock  warrants  valued at $2,830 were issued for financing
     fees in  1999,  with an  exercise  price of $2.00  per  share,  exercisable
     through May 4, 2002.

     1,805,023  common  stock  warrants  were  issued in  conjuction  with stock
     offerings in 1998,  with an exercise price of $2.50 per share,  exercisable
     through December 31, 2000.

     None of the above 1,905,023 common stock warrants have been exercised as of
     December 31, 1999. They are all currently exercisable.

     Employee Stock Options and Stock Plans:

     On November 3, 1999,  the Board of  Directors  approved  the 1999  Coronado
     Industries,  Inc.  Employee  Stock Option  Plan.  The Plan  authorizes  the
     Company to grant stock options to key employees of and  consultants for the
     Company.  Under the above Plan, 575,000 shares of common stock are reserved
     for issuance.

                                      F-10
<PAGE>
                            CORONADO INDUSTRIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.   STOCKHOLDERS' EQUITY (DEFICIT): (CONTINUED)

     Employee Stock Options and Stock Plans: (Continued)

     A summary of the activity of the Plan follows:

                                                                      Weighted
                                                                       Average
                                                        Number        Exercise
                                                      Of Options        Price
                                                      ----------      --------
     Outstanding at December 31, 1998                       --         $   --

     Granted                                           575,000           0.20
                                                       -------         ------

     Outstanding at December 31, 1999                  575,000         $ 0.20
                                                       =======         ======

Additional  information  about  outstanding  options to purchase  the  Company's
common stock as of December 31, 1999:

                  Options Outstanding                    Options Exercisable
 ----------------------------------------------------   -----------------------
                         Weighted
                          Average                                       Weighted
                         Remaining                                       Average
Exercise     Number     Contractual   Weighted Average                  Exercise
 Price     of Shares  Life (in years)  Exercise Price   No. of Shares     Price
 -----     ---------  ---------------  --------------   -------------     -----

 $ .20      575,000        9.84             $ .20          575,000        $ .20


     On November 3, 1999,  the Board of  Directors  approved  the 1999  Coronado
     Industries,  Inc.  Management  Stock Option Plan.  The Plan  authorizes the
     Company to grant stock options to key employees of and  consultants for the
     Company.  Under  the above  Plan,  1,400,000  shares  of  common  stock are
     reserved for issuance.

     A summary of the activity of the Plan follows:

                                                  Number        Weighted Average
                                                of Options       Exercise Price
                                                ----------       --------------
     Outstanding at December 31, 1998                   --           $   --

     Granted                                     1,400,000             0.20
                                                 ---------           ------
     Outstanding at December 31, 1999            1,400,000           $ 0.20
                                                 =========           ======

                                      F-11
<PAGE>
                            CORONADO INDUSTRIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5. STOCKHOLDERS' EQUITY (DEFICIT): (CONTINUED)

     Employee Stock Options and Stock Plans: (Continued)

     Additional  information about outstanding options to purchase the Company's
     common stock as of December 31, 1999:

                  Options Outstanding                    Options Exercisable
 ----------------------------------------------------   -----------------------
                        Weighted
                         Average                                        Weighted
                        Remaining                                        Average
Exercise     Number    Contractual    Weighted Average                  Exercise
 Price     of Shares  Life (in years)  Exercise Price   No. of Shares     Price
 -----     ---------  ---------------  --------------   -------------     -----

 $ .20     1,400,000       6.24             $.20          1,400,000       $ .20


     On December 21, 1998,  the Board of  Directors  approved the 1998  Coronado
     Industries,  Inc.  Stock Option Plan.  The Plan  authorizes  the Company to
     grant stock options to key employees of the Company.  Under the above Plan,
     1,550,000  shares of common stock are reserved for  issuance.  A summary of
     the activity of the Plan follows:

                                                 Number         Weighted Average
                                               of Options        Exercise Price
                                               ----------        --------------

     Outstanding at December 31, 1998          2,050,000             $ 0.34

     Forfeited                                  (500,000)             (1.25)
                                               ---------             ------
     Outstanding at December 31, 1999          1,550,000             $ 0.05
                                               =========             ======

     Additional  information about outstanding options to purchase the Company's
     common stock as of December 31, 1999:

                  Options Outstanding                    Options Exercisable
 ----------------------------------------------------   -----------------------
                        Weighted
                         Average                                        Weighted
                        Remaining                                        Average
Exercise     Number    Contractual    Weighted Average                  Exercise
 Price     of Shares  Life (in years)  Exercise Price   No. of Shares     Price
 -----     ---------  ---------------  --------------   -------------     -----

 $ .20     1,550,000       9.84            $ .20           1,550,000      $ .20

                                      F-12
<PAGE>
                            CORONADO INDUSTRIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.   STOCKHOLDERS' EQUITY (DEFICIT): (CONTINUED)

     Employee Stock Options and Stock Plans: (Continued)

     The stock options  issued to employees have an exercise price not less than
     the fair market value of the  Company's  common stock on the date of grant.
     In  accordance  with  accounting  for such options  utilizing the intrinsic
     value  method,  there is no related  compensation  expense  recorded in the
     Company's  financial  statements  for the years ended December 31, 1999 and
     1998. Had compensation  cost for stock-based  compensation  been determined
     based on the fair value of the options at the grant dates  consistent  with
     the method of SFAS 123, the Company's net loss for the years ended December
     31,  1999 and 1998  would  have been  increased  to the pro  forma  amounts
     presented below:

                                                    1999               1998
                                                 -----------        ------------
          Net loss:
             As reported                         $(1,171,734)       $(1,622,014)
                                                 ===========        ===========
             Loss per share                      $      (.04)       $      (.08)
                                                 ===========        ===========

             Pro forma                           $(1,396,209)       $(1,622,014)
                                                 ===========        ===========
             Loss per share                      $      (.04)       $      (.08)
                                                 ===========        ===========

     The fair  value  of  option  grants  is  estimated  as of the date of grant
     utilizing  the  Black-Scholes   option-pricing  model  with  the  following
     weighted  average  assumptions for all grants,  expected life of options of
     five (5) to ten (10) years, risk-free interest rates of eight percent (8%),
     and a zero percent (0%) dividend yield.  The weighted average fair value at
     date of grant for options  granted during the years ended December 31, 1999
     and 1998 approximated $.12 and $.10, respectively.

6.   INCOME TAXES:

     As of December 31, 1999,  the  components  of deferred  income taxes are as
     follows:

          Long-term Deferred Tax Assets (Liabilities):
            Net operating loss carryforwards                          $ 877,000
            Depreciation and amortization                               (12,000)
                                                                      ---------
                                                                        865,000
            Less: valuation allowance                                  (865,000)
                                                                      ---------

          Net Long-term Deferred Tax Asset                            $      --
                                                                      =========

     Based on the weight of available evidence,  the Company has provided a full
     valuation allowance on its deferred tax asset at December 31, 1999.

                                      F-13
<PAGE>
                            CORONADO INDUSTRIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.   INCOME TAXES: (CONTINUED)

     As of December 31, 1999, the Company has net operating  loss  carryforwards
     available to offset future  federal and state taxable income in the amounts
     of $3,553,753 and $3,451,427, respectively, and expiring as follows:

                  Net Loss Carryforward                  Year of Expiration
           -----------------------------------           ------------------
           Year         Amount Available
           ----      -------------------------
                      Federal         State              Federal      State
                     ----------     ----------           -------      -----

           1993      $   37,195     $       --             2008          --
           1994          65,131             --             2009          --
           1995          96,528         96,528             2010        2000
           1996          31,021         31,021             2011        2001
           1997         673,948        673,948             2012        2002
           1998       1,448,812      1,448,812             2013        2003
           1999       1,201,118      1,201,118             2014        2004
                     ----------     ----------

                     $3,553,753     $3,451,427
                     ==========     ==========

7.   COMMITMENTS:

     The Company  currently  leases office space in Fountain Hills,  Arizona and
     Largo,  Florida under  non-cancellable  operating  lease  agreements  which
     expire through  September,  2001. Under the terms of the lease  agreements,
     the Company  pays  monthly  rents in the  approximate  aggregate  amount of
     $4,500.  For the years ended December 31, 1999 and 1998, rent expense under
     the aforementioned  non-cancellable  operating lease agreements was $69,324
     and $20,234, respectively.

     Future minimum  payments due under the operating lease  agreements,  are as
     follows:

           Year Ending
           December 31,                                         Amount
           ------------                                       --------
               2000                                           $ 53,784
               2001                                             37,470
                                                              --------
                                                              $ 91,254
                                                              ========

                                      F-14
<PAGE>
                            CORONADO INDUSTRIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


8.   NON-CASH INVESTING AND FINANCING ACTIVITIES:

     The Company  recognized  investing and financing  activities  that affected
     assets,  liabilities,  and equity,  but did not result in cash  receipts or
     payments.

     For the year ended  December 31, 1999,  these  non-cash  activities  are as
     follows:

          1,824,870  shares  of  common  stock  were  issued  for  services  and
          salaries, which were valued at $371,996.

          250,000 stock options and warrants  were issued to  non-employees  for
          services, which are valued at $21,280.

     For the year ended  December 31, 1998,  these  non-cash  activities  are as
     follows:

          15,822  shares of common  stock  were  issued as  repayment  of a note
          payable and related accrued interest in the total amount of $7,911.

          8,866,334  shares of common stock were issued for services and accrued
          salaries, which were valued at $547,962.

9. NOTE PAYABLE:

     At December 31, 1999, note payable consists of the following:

     Note payable to TLD Funding Group with monthly
     interest payments of $4,050, with principal
     due on May 4, 2002, interest imputed at 18%
     per annum; secured by equipment and inventory.                 $ 230,000
                                                                    =========

10.  GOING CONCERN:

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles,  which contemplates  continuation
     of the Company as a going  concern.  However,  the  Company  has  sustained
     continuing operating losses.

     The primary business of the Company is to manufacture and market a patented
     treatment device for Open Angle Glaucoma, and to operate glaucoma treatment
     clinics where the patented treatment procedures are performed. The first of
     these clinics was opened in 1997,  but was not  profitable,  and was closed
     March 2, 1999.

     In  addition,  the  Company  has  incurred  net  losses of  $1,171,734  and
     $1,622,014 in 1999 and 1998, respectively. Unaudited information subsequent
     to December 31, 1999, indicates that the losses are continuing.

                                      F-15
<PAGE>
                            CORONADO INDUSTRIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


10.  GOING CONCERN: (CONTINUED)

     The above conditions indicate that the Company may be unable to continue in
     existence. The financial statements do not include any adjustments relating
     to the recoverability and classification of recorded asset amounts,  or the
     amounts and  classification  of liabilities  that might be necessary should
     the Company be unable to continue in existence.

                                      F-16