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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, 2000

[ ] 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 (480) 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 to such filing requirements for the past 90 days. Yes [X]  No [ ]

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of 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, 2000

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

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

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

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

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

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

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

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

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

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

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

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

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

SIGNATURES................................................................

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

                                       1
<PAGE>
                                     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
<PAGE>
     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.

     In recent years,  Dr. John  LiVecchi,  a Registrant  Director,  and Dr. Leo
Bores, a consultant, have been asked to address to different medical conventions
of  ophthalmologists 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.

     On October 21, 2000  Registrant  executed a one year option  agreement with
CIBA Vision AG, a Swiss corporation doing business from Atlanta,  Georgia ("Ciba
Vision").  This agreement permits Ciba Vision to obtain the exclusive  worldwide
license to the patent rights and technology for Registrant's  PNT product.  Ciba
Vision will conduct a study, at its cost, of Registrant's  PNT product in Europe
in  accordance  with the study  protocol  previously  agreed to by the  parties.
Registrant  will have access to all European  clinical  study  results and it is
anticipated Dr. Leo Bores,  Registrant's  medical director,  will participate in
the  initial  patient  procedures  in  Europe.  Ciba  Vision  will  also  assist
Registrant in its  discussion  with the FDA in order to lead to the  expeditious
approval in the United  States of PNT as a first line therapy for the  treatment
of  glaucoma.  Registrant  and Ciba  Vision are  required by this  agreement  to
negotiate  in good  faith the  exclusive  license  agreement  during  the option
period.  Registrant is hopefull a license  agreement  will be executed with Ciba
Vision in 2001;  however,  at this time  there is no  assurance  any  definitive
license agreement with Ciba Vision will ever be executed by Registrant

     In February 2000, Dr. Bores addressed  representatives  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
2001.


                                        4
<PAGE>
     The Registrant's  vacuum equipment is composed of special order parts, such
as the 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.

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's  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.  In October 2000  Registrant  negotiated a protocol  with the FDA which
provides for an additional  six-month study of a minimum of 204 patients (with a
two-year follow-up) from 5 different study sites. At the present time this study
is underway,  but less than 20 patients  have been  enrolled in the study so the
completion  date is difficult to  accurately  predict.  Registrant  continues in
negotiation  with the FDA  concerning  various  features of the protocol and the
study,  such as the length of the study and the number of patients,  in hopes of
expediting FDA approval.  However,  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.  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.

ITEM 3. LEGAL PROCEEDINGS.

     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
claimed a monetary  debt of  approximately  $19,000 and the  issuance of 300,000
shares of Registrant's common stock.  Registrant did not deny the monetary debt,
but claimed the written  agreement  with this public  relations firm included no
provision for the issuance of  Registrant's  stock.  An arbitration  hearing was
held on October 2, 2000 and on October 18, 2000  the  arbitrator  announced  his
decision  against the  Registrant  for claims of $22,243  and 300,000  shares of
common stock,  with the cash award to accrue annual interest of 7% from March 7,
2000. In November 2000 Registrant  appealed the  arbitrator's  award to Superior
Court of Orange County,  California.  A hearing was held on January 19, 2001 and
the arbitrator's award was upheld.  Registrant intends to appeal the decision of
the Orange County Superior Court; however, Registrant has expensed the amount of
the arbitrator's award in fiscal year 2000.

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

     During  calendar  year  2000 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 1999 and 2000, by fiscal quarter, and through March 12, 2001.

                                                    Low              High
                                                    ---              ----
         January 1, 2000 - March 31, 2000          $0.20             $4.06
         April 1, 2000 - June 30, 2000             $0.84             $2.09
         July 1, 2000 - September 30, 2000         $0.895            $1.97
         October 1, 2000 - December 31, 2000       $0.25             $1.53

         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, 2001 - March 12, 2001          $0.27             $0.46

     Registrant's  common  stock is also traded on the  Frankfurt  and  Hamburg,
Germany  exchanges.  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  421  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 12, 2001, there were
38,581,491  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.

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

YEAR ENDING DECEMBER 31, 2000

     OPERATIONS.  Since  Registrant  closed its  Scottsdale  glaucoma  treatment
center  on March 2,  1999,  fiscal  year 2000 can not be  compared  to the prior
year's operations.

     For the year ending December 31, 2000 Registrant  experienced a net loss of
$3,580,799,  which was  comprised  primarily  of its general and  administrative
expenses incurred at the corporate level of $3,502,515. The Registrant had a net
loss from operations of $3,490,795 for the year ending December 31, 2000.  94.0%
of  Registrant's  2000  corporate  expenses  consisted  of officers  salaries of
$484,215  (13.8%),  stock  option and stock  bonus  compensation  of  $1,279,287
(36.6%),  professional expenses of $382,553 (10.9%) and shareholder services and
media  promotion of $1,146,419  (32.7%).  In comparison,  during the 1999 fiscal
year 58.1% of Registrant's corporate expense of $1,122,361 consisted of officers
salaries  of  $300,000  (26.7%),   stock  option   compensation  of  $0  (0.0%),
professional  expenses of $221,224 (19.7%),  and shareholder  services and media
promotion of $131,305 (28.7%).  The increase in officers' salaries for 2000 over
1999  occurred  primarily  as a  result  of the  issuance  of stock  bonuses  to
management  and employees in 2000 and Dr.  LiVecchi  receiving an accrued annual
salary of $75,000 in April 2000.  The  increase in stock  option and stock bonus
compensation  for 2000  over  1999  resulted  from  the  grant  of  options  for
restricted  stock at an exercise  price of one-half the market value on the date
of grant in 2000, as opposed to a grant for  free-trading  stock at above market
value in 1999, and the granting of stock bonuses for the first time in 2000. The
increase in professional  expenses in 2000 over 1999 occurred as a result of the
increased  legal expenses  incurred in the FDA  application  process and listing
Registrant's  stock for  trading on a German  exchange  in the first  quarter of
2000. The increase in shareholder services and media promotion in 2000 over 1999
resulted  from  an  agreement  with  a  new  shareholder   relations  firm,  the
commencement of a European and African product  marketing  campaign in 2000, the
hiring of a publicity  firm and the  expensing of the  arbitration  award with a
prior shareholder  relations firm.  Approximately 95% of Registrant's  corporate
expenses  were  paid  with  Registrant's  common  stock  in  order  to  conserve
Registrant's cash resources.  Registrant  expects its management  salaries to be
stable in 2001  until  Registrant  is  required  to  appoint  as many as two new
outside  Directors in 2001 in order to obtain  listing for its stock on the NASD
NMS or Small Cap markets. Registrant may compensate its management and employees
with stock  options  and stock  bonuses in the future  when  significant  events
occur.  Registrant expects its professional expenses in 2001 to remain at a high
level as a result  of its  continuing  costs for its FDA  application  presently
estimated at $18,000 per month.  As Registrant  continues its foreign  marketing
efforts in 2001, its promotional expenses will likely remain high.

     As a result of the presentation of the Registrant's  patented  equipment at
the various conventions of ophthalmologists, in October 2000 Registrant executed
a one-year option agreement with Ciba Vision which permits Ciba Vision to obtain
the  exclusive  worldwide  license  to the  patents  rights and  technology  for
Registrant's  PNT product.  Registrant  is hopeful a license  agreement  will be
executed with Ciba Vision in 2001;  however,  at this time there is no assurance
any definitive license agreement will ever be executed by Registrant.

                                       12
<PAGE>
     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  $2,000,000 per year, the Registrant  suffered
from a liquidity  shortage  during 2000.  During 2000 Registrant was required to
borrow a total of $315,407 from its two  officers,  G. Richard Smith and Gary R.
Smith.  Unless  substantial  product  sales  are  achieved  in the near  future,
Registrant  will  continue to experience a liquidity  shortage.  There can be no
assurance  that  Registrant's  product  will be approved  for sale in the United
States by the FDA or when foreign sales will  commence in a substantial  number.
Registrant  will  likely  be  forced  to  borrow  additional  funding  from  its
management  throughout  the  remainder of 2001;  however,  there is no assurance
Registrant will be able to obtain any financing in the future.

     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.
This loan is due in May, 2002 and bears 18% interest which is due monthly.

     During the year ended  December  31,  2000  Registrant  received a total of
$125,000  as a  non-refundable  deposit  toward the  reduced  exercise  price of
Registrant's warrants. That option expired on September 29, 2000 and the deposit
has been retained by Registrant.

     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.

     Through March 15, 2001 the Registrant  received additional loans of $22,000
from each of G. Richard Smith and Gary R. Smith, the  Registrant's  Chairman and
President, respectively, and Dr. John T. LiVecchi, a Director. At March 15, 2001
Registrant  had borrowed a total of $138,100 from each of G. Richard and Gary R.
Smith, and $22,000 from Dr. LiVecchi. These loans accrue interest at the rate of
15% per annum.

     From February  through April 1999 the Registrant  received loans of $40,000
each from G. Richard and Gary R. Smith. These loans accrued interest at the rate
of 15% per annum and were  repaid in May 1999.  From May 1999  through  February
2000 the  Registrant  received loans of $45,000 each from G. Richard and Gary R.
Smith. These loans accrued interest at the rate of 15% per annum and were repaid
in February 2000, along with $1,856.32 of accrued interest.


                                       13
<PAGE>
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).

     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).

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.

                                       14
<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 52, 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 56, 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 52, 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.

                                       15
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.

     The  following  table  sets  forth the  salaries  of the  Registrant's  two
officers for the fiscal year ending December 31, 2000.
<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,   2000    $ 0(1)   $99,000(2)    $      0            --       2,933,333(3)     --            --
Chairman            1999    $ 0           --       $      0            --         500,000(4)     --            --
                    1998    $ 0           --       $125,000(5)         --         400,000(6)     --            --

Gary R. Smith,      2000    $ 0(1)   $99,000(2)    $      0            --       2,933,333(3)     --            --
President           1999    $ 0           --       $      0            --         500,000(4)     --            --
                    1998    $ 0           --       $125,000(5)         --         400,000(6)     --            --
</TABLE>

----------
(1)  An annual  salary of $150,000 was accrued but not paid to G. Richard  Smith
     and Gary R. Smith during 1999 and 2000.
(2)  This bonus was paid in common  stock  upon  issuance  of 500,000  shares in
     January 2001.
(3)  All of these  options  were  awarded in January  2001.  2,600,000  of these
     options  have a ten-year  term,  are  immediately  exercisable  and have an
     exercise  price  of $.135  per  share.  333,333  of  these  options  have a
     five-year  term,  may not be  exercised  until  January  2002  and  have an
     exercise price of $.30 per share.
(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)  $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.
(6)  These  options were awarded in December  1998,  have a ten-year term and an
     exercise price of $.05 per share.

     The following  table sets forth certain  information  concerning  the stock
options (with stock  appreciation  rights) granted during the fiscal year to the
Copmany's chief executive officer and each other executive officer.

<TABLE>
<CAPTION>
                       Number of        % of Total
                      Securities       Options/SARs
                      Underlying        Granted to
                     Options/SARs      Employees in      Exercise or Base     Expiration
     Name             Granted (#)       Fiscal Year        Price ($/Sh)          Date
     ----             -----------       -----------        ------------          ----
<S>                   <C>              <C>                <C>                  <C>
G. Richard Smith      2,600,000            28.2%               $.135         January 2, 2011
                        333,333             3.6%               $.30          January 2, 2006

Gary R. Smith         2,600,000            28.2%               $.135         January 2, 2011
                        333,333             3.6%               $.30          January 2, 2006
</TABLE>

                                       16
<PAGE>
     The  following  table sets forth  information  concerning  each exercise of
stock  options and the value of  unexercised  options  (with stock  appreciation
rights) at January 2, 2001 for the Company's  chief  executive  officer and each
other officer.

<TABLE>
<CAPTION>
                                                             Number of Securities              Value of
                                                            Underlying Unexercised      Unexercised In-the-Money
                                                           Options/SARs at FY-End(#)    Options/SARs at FY-End($)
                    Shares Acquired                        -------------------------    -------------------------
Name                on Exercise (#)   Value Realized ($)   Exercisable/Unexercisable    Exercisable/Unexercisable
----                ---------------   ------------------   -------------------------    -------------------------
<S>                 <C>               <C>                     <C>                              <C>
G. Richard Smith         --                  --               3,500,000/333,333                $474,000/0(1)

Gary R. Smith            --                  --               3,500,000/333,333                $474,000/0(1)
</TABLE>

----------
(1) Based on a year-end price of $.27 per share.

     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.  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  exercise price: G. Richard
Smith 400,000 shares at $.05; Gary R. Smith 400,000 shares at $.05; and Dr. John
T. LiVecchi  400,000 shares at $.05.  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.  On November 3, 1999,  the  Registrant
granted options for a total of 575,000 shares of Registrant's common stock at an
exercise  price of $.20.  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.  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.  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  whereby the

                                       17
<PAGE>
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  exercise 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.

     In  January  2001 the  Registrant's  Board of  Directors  adopted  the 2000
Management Bonus Stock Option Plan (the "2000 Bonus Option Plan") and on January
2,  2001 the  Registrant  granted  options  for a total of  6,000,000  shares of
Registrant's  common stock to be issued under the 2000 Bonus Option Plan.  These
options  have a ten-year  term and may be exercised at any time from the date of
grant  until 3 months  after  termination,  except if the  optionee  dies  while
employed the option may be exercised by the optionee's beneficiary.  All options
issued under the 2000 Bonus Option Plan 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.  The  following  individuals  received
options for the following  number of shares at the indicated  exercise price: G.
Richard Smith,  2,000,000  shares at $.135;  Gary R. Smith,  2,000,000 shares at
$.135; and Dr. John T. LiVecchi, 2,000,000 shares at $.135.

     In  January  2001 the  Registrant's  Board of  Directors  adopted  the 2000
Management Stock Option Plan (the "2000 Management  Option Plan") and on January
2,  2001 the  Registrant  granted  options  for a total of  2,599,999  shares of
Registrant's  common stock to be issued under the 2000  Management  Option Plan.
1,933,333 of these options have a ten-year term (666,666 have a five-year  term)
and may be exercised at any time from the date of grant (except  666,666 may not
be exercised until January 2, 2002) until 3 months after termination,  except if
the optionee dies while  employed the option may be exercised by the  optionee's
beneficiary. All options issued under the 2000 Management Option Plan 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. The
following individuals received options for the following number of shares at the
indicated exercise price: G. Richard Smith,  600,000 shares at $.135 and 333,333
shares at $.30;  Gary R. Smith,  600,000  shares at $.135 and 333,333  shares at
$.30;  and Dr. John T.  LiVecchi,  400,000 shares at $.135 and 333,333 shares at
$.30.

     In  January  2001 the  Registrant's  Board of  Directors  adopted  the 2000
Employee Stock Option Plan (the "2000  Employee  Option Plan") and on January 2,
2001  the  Registrant   granted  options  for  a  total  of  625,000  shares  of
Registrant's common stock to be issued under the 2000 Employee Option Plan at an
exercise price of $.27.  These options have a ten-year term and may be exercised
at any time from the date of grant until 3 months after  termination,  except if
the optionee dies while  employed the option may be exercised by the  optionee's
beneficiary.

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

                                       18
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     As of  March  12,  2001  there  were  38,581,491  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                         7,981,512 (1)         20.7%
               16929 E. Enterprise Drive Suite 202
               Fountain Hills, AZ 85268

Common Stock   G. Richard Smith                      7,327,612 (2)         19.0%
               16929 E. Enterprise Drive Suite 202
               Fountain Hills, AZ 85268

Common Stock   John T. LiVecchi                      1,870,000 (3)          4.8%
               16929 E. Enterprise Drive Suite 202
               Fountain Hills, AZ 85268

Common Stock   Officers and Directors, as a         17,179,124 (4)         44.5%
                  Group (3 People)

----------
(1)  Does not include  3,833,333  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  27.9%  of  the
     Registrant's total outstanding shares. This number does not include 600,000
     shares  owned by a  charitable  foundation  of which Mr.  Smith is the sole
     officer and director.
(2)  Does not include  3,833,333  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  26.3%  of  the
     Registrant's total outstanding shares. This number does not include 600,000
     shares  owned by a  charitable  foundation  of which Mr.  Smith is the sole
     officer and director.
(3)  Does not include  3,533,333  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 12.8% of the
     Registrant's total outstanding shares.
(4)  Does not  include  a total of  11,199,999  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 57.0% 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.

     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   2000 Management Stock Option Plan

                    10.2   2000 Management Bonus Stock Option Plan

                    10.3   2000 Employee Stock Option Plan

                    10.4   Form of 2000 Management Stock Option Agreement

                    10.5   Form of 2000 Management Bonus Stock Option Agreement

                    10.6   Form of 2000 Employee Stock Option Agreement

         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 22, 2001 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 22, 2001
-------------------------   Officer), Secretary and
     G. Richard Smith       Director



/S/ Gary R. Smith           President, Treasurer           Dated: March 22, 2001
-------------------------   (Chief Accounting Officer),
     Gary R. Smith          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,  2000.  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.

                                       24
<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, 2000 and the related consolidated statements
of operations, changes in stockholders' equity (deficit), and cash flows for the
years ended December 31, 2000 and 1999. 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,  2000,  and the results of its  operations,  changes in
stockholders'  equity (deficit),  and it cash flows for the years ended December
31, 2000 and 1999 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

February 22, 2001
<PAGE>
                            CORONADO INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                                     ASSETS

                                                           December 31,
                                                       -----------------------
                                                         2000           1999
                                                       --------       --------
Assets:
Current Assets:
  Cash (Note 1)                                        $  1,195       $  3,454
  Inventory (Notes 1 and 9)                              23,985         24,265
                                                       --------       --------

        Total Current Assets                             25,180         27,719
                                                       --------       --------

Property and equipment, net (Notes 1, 2 and 9)           96,065        115,767

Other Assets:
  Intangible assets, net (Notes 1 and 3)                 25,078         28,833
  Deferred loan expense                                  13,333         26,000
                                                       --------       --------

        Total Assets                                   $159,656       $198,319
                                                       ========       ========

     The Accompanying Notes are an Integral Part of the Financial Statements

                                      F-2
<PAGE>
                            CORONADO INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                        ------------------------------
                                                                            2000               1999
                                                                        -----------        -----------
<S>                                                                     <C>                <C>
Current Liabilities:
  Notes payable to related party - current portion (Note 4)             $   232,200        $    79,960
  Accounts payable                                                           27,763             94,252
  Accrued salaries                                                          616,250            276,090
  Other Liabilities                                                         151,043              2,835
                                                                        -----------        -----------
        Total Current Liabilities                                         1,027,256            453,137

Long-Term Liabilities
  Note payable (Note 9)                                                     230,000            230,000
                                                                        -----------        -----------

        Total Liabilities                                                 1,257,256            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,
   38,115,096 and 33,385,046 shares issued and outstanding at
   December 31, 2000 and 1999, respectively                                  38,115             33,385
  Additional paid-in capital                                              6,133,665          3,170,378
  Accumulated deficit                                                    (7,269,380)        (3,688,581)
                                                                        -----------        -----------
        Total Stockholder's Equity (Deficit)                             (1,097,600)          (484,818)
                                                                        -----------        -----------

        Total Liabilities and Stockholder's Equity (Deficit)            $   159,656        $   198,319
                                                                        ===========        ===========
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                      F-3
<PAGE>
                            CORONADO INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                           For the Year Ended December 31,
                                                         ----------------------------------
                                                             2000                  1999
                                                         ------------          ------------
<S>                                                     <C>                    <C>
Product Revenues                                         $     12,000          $     46,000
Patient Revenues                                                   --                28,005
                                                         ------------          ------------
        Total Revenues                                         12,000                74,005

Cost of Product Revenues                                          280               173,618
Cost of Patient Revenues                                           --                    --
                                                         ------------          ------------
        Total Cost of Revenues                                    280               173,618
                                                         ------------          ------------
Gross Profit (Loss)                                            11,720               (99,613)
General and Administrative Expenses
  Salaries and Wages                                        1,763,502               300,000
  Public Relations                                          1,146,419               131,305
  Legal and Professional fees                                 207,014               121,224
  FDA expense                                                 175,539               100,000
  Rent expense                                                 43,000                76,531
  Miscellaneous expense                                       167,041               393,301
                                                         ------------          ------------
        Total general and administrative expenses           3,502,515             1,122,361
                                                         ------------          ------------
Loss from Operations                                       (3,490,795)           (1,221,974)
                                                         ------------          ------------
Other Income/(Expense):
  Interest Expense                                            (95,028)              (35,780)
  Interest Income                                                  --                    25
  Miscellaneous Expense                                            --               (22,505)
  Other Income                                                  5,024               108,500
                                                         ------------          ------------
        Total Other Income (Expense)                          (90,004)               50,240
                                                         ------------          ------------

Net Loss                                                 $ (3,580,799)         $ (1,171,734)
                                                         ============          ============

Basic Loss per Share (Note 1)                            $      (0.10)         $      (0.04)
                                                         ============          ============

Weighted Average Shares Outstanding                        35,055,497            32,208,146
                                                         ============          ============
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                      F-4
<PAGE>
                            CORONADO INDUSTRIES, INC.
       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                                            STOCK
                                                      COMMON STOCK          ADDITIONAL     RETAINED        HOLDERS'
                                                ------------------------     PAID-IN       EARNINGS        EQUITY
                                                SHARES        PAR VALUE      CAPITAL       (DEFICIT)      (DEFICIT)
                                                ------        ---------      -------       ---------      ---------
<S>                                           <C>            <C>           <C>            <C>            <C>
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)

Stock issued for services                       2,254,978         2,255     1,373,550              --      1,375,805
Stock issued for salaries                         250,072           250       156,100              --        156,350
Stock options exercised                           200,000           200        14,800              --         15,000
Stock warrants sold and forfeited                      --            --       125,000              --        125,000
Stock options issued for services                      --            --        16,575              --         16,575
Stock options issued for salaries                      --            --       892,287              --        892,287
Stock issued for bonuses                        2,025,000         2,025       384,975              --        387,000
Net loss                                               --            --            --      (3,580,799)    (3,580,799)
                                               ----------       -------    ----------     -----------    -----------

Balance at December 31, 2000                   38,115,096       $38,115    $6,133,665     $(7,269,380)   $(1,097,600)
                                               ==========       =======    ==========     ===========    ===========
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                      F-5
<PAGE>
                            CORONADO INDUSTRIES, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                   For the Year Ended December 31,
                                                                   -------------------------------
                                                                      2000                  1999
                                                                   ---------             ---------
<S>                                                               <C>                      <C>
Increase (Decrease) in Cash and Cash Equivalents:
Cash flows from operating activities:
  Cash received from customers                                     $  17,024             $ 243,910
  Cash paid to suppliers and employees                              (253,229)             (551,505)
  Interest paid                                                      (48,263)              (35,780)
  Interest received                                                                             25
                                                                   ---------             ---------
        Net cash used in operating activities                       (284,468)             (343,350)
                                                                   ---------             ---------

Cash flows from investing activities:
  Acquisition of property and equipment                              (10,031)                   --
                                                                   ---------             ---------
        Net cash used in investing activities                        (10,031)                   --
                                                                   ---------             ---------

Cash flows from financing activities:
  Proceeds from borrowings                                           242,240               309,960
  Repayment of notes payable                                         (90,000)                   --
  Stock warrants sold and forfeited                                  125,000                    --
  Cash received from exercise of options                              15,000                    --
                                                                   ---------             ---------
        Net cash provided by (used in) financing activities          292,240               309,960
                                                                   ---------             ---------

Net increase (decrease) in cash and cash equivalents                  (2,259)              (33,390)

Cash and cash equivalents at beginning of period                       3,454                36,844
                                                                   ---------             ---------
Cash and cash equivalents at end of period                         $   1,195             $   3,454
                                                                   =========             =========
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                      F-6
<PAGE>
                            CORONADO INDUSTRIES, INC.
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                           For the Year Ended December 31,
                                                           -------------------------------
                                                              2000                 1999
                                                           -----------         -----------
<S>                                                     <C>                    <C>
Reconciliation of Net Loss to Net Cash Used in
 Operating Activities:
  Net Income/(Loss)                                        $(3,580,799)        $(1,171,734)

Adjustments to Reconcile Net Loss to Net Cash
 Used in Operating Activities:
  Depreciation                                                  29,733              28,669
  Amortization                                                   3,755               3,756
  Deferred loan amortization                                    12,667                  --
  Stock issued for services                                  1,375,805             246,956
  Stock issued for salaries                                    156,350             125,040
  Stock options issued for services                             16,575              21,280
  Stock options issued for salaries                            892,287                  --
  Stock issued for bonuses                                     387,000                  --

Changes in Assets and Liabilities:
 (Increase)/Decrease
  Accounts receivable                                               --              61,405
  Prepaid expenses                                                  --              22,490
  Inventory                                                        280                 600
  Deferred loan expenses                                            --             (26,000)
 Increase/(Decrease)
  Accounts payable                                             (66,489)             65,263
  Accrued Salaries                                             340,160             276,090
  Other accrued liabilities                                    148,208               2,835
                                                           -----------         -----------
                                                             3,296,331             828,384
                                                           -----------         -----------

Net cash provided by (used in) operating activities        $  (284,468)        $  (343,350)
                                                           ===========         ===========
</TABLE>

     The Accompanying Notes are an Integral Part of the Financial Statements

                                      F-7
<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-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)

     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                                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,  2000 and 1999 of  12,649,999  and
     5,430,023,  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,  2000 and 1999 the diluted  EPS  calculation  has been
     excluded from the financial statements.

                                       F-9
<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,  2000 and 1999  were  $2,409  and
     $26,050 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  Principles 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, 2000 and 1999,  property  and  equipment  consists of the
     following:

                                                        2000             1999
                                                     ---------        ---------
     Office furniture and equipment                  $  58,433        $  58,433
     Machinery and equipment                           151,301          141,270
     Leasehold improvements                              5,463            5,463
                                                     ---------        ---------
                                                       215,197          205,166
     Less: accumulated depreciation                   (119,132)         (89,399)
                                                     ---------        ---------

     Net property and equipment                      $  96,065        $ 115,767
                                                     =========        =========

     Depreciation  expense was $29,733 and $28,669, for the years ended December
     31, 2000 and 1999, respectively.

                                      F-10
<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,  2000  and  1999 was  $3,755  and  $3,756,
     respectively.

4.   RELATED PARTY TRANSACTIONS:

     Notes Payable - Related Parties:

     As of December 31, 2000 and 1999,  notes payable - related  parties consist
     of various 15% notes to two principal stockholders. The combined balance at
     December  31, 2000 and 1999 is $232,200 and  $79,960,  respectively.  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.  All  100,000  common  stock  warrants  are  currently
     exercisable.

     1,805,023  common  stock  warrants  were issued in  conjunction  with stock
     offerings in 1998,  with an exercise price of $2.50 per share,  exercisable
     through  December 31, 2000.  All common  stock  warrants  relating to these
     offerings are expired as of December 31, 2000.

     Effective  May 16, 2000,  the Company  entered  into an  agreement  with an
     existing  warrant holder to modify the terms and conditions of the warrants
     outstanding.  Pursuant  to the new  agreement  the  exercise  price  of the
     warrants  was  reduced  from  $2.50 per share to $0.75 per share on 519,000
     warrants,  for a total exercise  price of $389,250.  The warrant holder was
     required to deposit  $50,000  earnest money with  completion of the funding
     due by June 15,  2000.  The Company  subsequently  agreed to extend the due
     date to July 17, 2000, and received an additional  $25,000 deposit prior to
     June 30, 2000.

     Subsequent to June 30, 2000 the Company  agreed to an additional  extension
     of the due date to  September 1, 2000 and  received an  additional  $50,000
     deposit from the warrant  holder.  The warrant holder was unable to pay the
     balance due of  $264,250 by  September  1, 2000,  and the total  deposit of
     $125,000 was forfeited to the Company's benefit.

     Employee Stock Options and Stock Plans:

     On January 2,  2001,  the Board of  Directors  approved  the 2000  Coronado
     Industries,  Inc.  Management  Bonus Stock Option Plan. The Plan authorizes
     the Company to grant stock options to key  employees of the Company.  Under
     the above Plan, 6,000,000 shares of common stock are reserved for issuance.

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


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

     A summary of the activity of the Plan follows:

                                                                    Weighted
                                                                    Average
                                                      Number        Exercise
                                                    of Options       Price
                                                    ----------       -----
     Outstanding at December 31, 1999                        0      $    0

     Granted                                         6,000,000        .135
                                                     ---------      ------
     Outstanding at December 31, 2000                6,000,000      $ .135
                                                     =========      ======


     Additional  information about outstanding options to purchase the Company's
     common stock as of December 31, 2000:

                     Options Outstanding                     Options Exercisable
     ---------------------------------------------------     -------------------
                                Weighted
                                Average         Weighted               Weighted
                                Remaining       Average                 Average
     Exercise     Number       Contractual      Exercise     No. of    Exercise
       Price    of shares    Life (in years)     Price       Shares      Price
       -----    ---------    ---------------     -----       ------      -----
      $ .135    6,000,000         10.00          $ .135     6,000,000    $ .135

     On January 2,  2001,  the Board of  Directors  approved  the 2000  Coronado
     Industries,  Inc.  Management  Stock Option Plan.  The Plan  authorizes the
     Company to grant stock options to key  employees of the Company.  Under the
     above Plan, 2,599,999 shares of common stock are reserved for issuance.

     A summary of the activity of the Plan follows:

                                                                    Weighted
                                                                    Average
                                                      Number        Exercise
                                                    of Options        Price
                                                    ----------        -----
     Outstanding at December 31, 1999                        0       $    0

     Granted                                         2,599,999         .211
                                                     ---------       ------

     Outstanding at December 31, 2000                2,599,999       $ .211
                                                     =========       ======

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


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

     Additional  information about outstanding options to purchase the Company's
     common stock as of December 31, 2000:

                     Options Outstanding                     Options Exercisable
     ---------------------------------------------------     -------------------
                                Weighted
                                Average         Weighted               Weighted
                                Remaining       Average                 Average
     Exercise     Number       Contractual      Exercise     No. of    Exercise
       Price    of shares    Life (in years)     Price       Shares      Price
       -----    ---------    ---------------     -----       ------      -----
      $ .211    2,599,999         8.21           $ .211     2,599,999    $ .211

     On January 2,  2001,  the Board of  Directors  approved  the 2000  Coronado
     Industries,  Inc.  Employee  Stock Option  Plan.  The Plan  authorizes  the
     Company to grant stock options to key  employees of the Company.  Under the
     above Plan, 625,000 shares of common stock are reserved for issuance

     A summary of the activity of the Plan follows:

                                                                    Weighted
                                                                    Average
                                                      Number        Exercise
                                                    of Options        Price
                                                    ----------        -----
     Outstanding at December 31, 1999                       0        $    0

     Granted                                          625,000          .135
                                                      -------        ------

     Outstanding at December 31, 2000                 625,000        $ .135
                                                      =======        ======

     Additional  information about outstanding options to purchase the Company's
     common stock as of December 31, 2000:

                     Options Outstanding                     Options Exercisable
     ---------------------------------------------------     -------------------
                                Weighted
                                Average         Weighted               Weighted
                                Remaining       Average                 Average
     Exercise     Number       Contractual      Exercise     No. of    Exercise
       Price    of shares    Life (in years)     Price       Shares      Price
       -----    ---------    ---------------     -----       ------      -----
      $ .135     625,000         10.00           $ .135     625,000     $ .135

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


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

     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.

     A summary of the activity of the Plan follows:

                                                                     Weighted
                                                                     Average
                                                      Number         Exercise
                                                    of Options        Price
                                                    ----------        -----
     Outstanding at December 31, 1999                 575,000         $0.20

     Exercised                                              0          0.20
                                                      -------         -----

     Outstanding at December 31, 2000                 575,000         $0.20
                                                      =======         =====

     Additional  information about outstanding options to purchase the Company's
     common stock as of December 31, 2000:

                     Options Outstanding                     Options Exercisable
     ---------------------------------------------------     -------------------
                                Weighted
                                Average         Weighted               Weighted
                                Remaining       Average                 Average
     Exercise     Number       Contractual      Exercise     No. of    Exercise
       Price    of shares    Life (in years)     Price       Shares      Price
       -----    ---------    ---------------     -----       ------      -----
       $ .20     575,000          8.84           $ .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:

                                                                    Weighted
                                                                    Average
                                                      Number        Exercise
                                                    of Options        Price
                                                    ----------        -----
     Outstanding at December 31, 1999                1,400,000        $0.20

     Exercised                                              --         0.20
                                                     ---------        -----

     Outstanding at December 31, 2000                1,400,000        $0.20
                                                     =========        =====

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


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

     Additional  information about outstanding options to purchase the Company's
     common stock as of December 31, 2000:

                     Options Outstanding                     Options Exercisable
     ---------------------------------------------------     -------------------
                                Weighted
                                Average         Weighted               Weighted
                                Remaining       Average                 Average
     Exercise     Number       Contractual      Exercise     No. of    Exercise
       Price    of shares    Life (in years)     Price       Shares      Price
       -----    ---------    ---------------     -----       ------      -----
       $ .20    1,400,000         5.24           $ .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:

                                                                     Weighted
                                                                     Average
                                                      Number         Exercise
                                                    of Options        Price
                                                    ----------        -----
     Outstanding at December 31, 1999                1,550,000        $.075

     Exercised                                         200,000         .075
                                                     ---------        -----

     Outstanding at December 31, 2000                1,350,000        $.075
                                                     =========        =====

     Additional  information about outstanding options to purchase the Company's
     common stock as of December 31, 2000:

                     Options Outstanding                     Options Exercisable
     ---------------------------------------------------     -------------------
                                Weighted
                                Average         Weighted               Weighted
                                Remaining       Average                 Average
     Exercise     Number       Contractual      Exercise     No. of    Exercise
       Price    of shares    Life (in years)     Price       Shares      Price
       -----    ---------    ---------------     -----       ------      -----
      $ .075    1,350,000         7.84          $ .075     1,350,000    $ .075

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

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

     Consistent  with  accounting  for options  utilizing  the  intrinsic  value
     method,  options  granted during 2000, in which the exercise price was less
     than the fair market  value of the  Company's  common  stock on the date of
     grant,  have been  reflected  in  compensation  expense  for the year ended
     December 31, 2000.  Some of 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,  2000  and  1999.  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, 2000 and 1999 would have been increased to
     the pro forma amounts presented below:

                                             2000                1999
                                         ------------        ------------
     As reported:
        Net loss                         $ (3,580,799)       $ (1,171,734)
                                         ============        ============

        Loss per share                   $       (.10)       $       (.04)
                                         ============        ============
     Pro forma
        Net loss                         $ (3,667,466)       $ (1,396,209)
                                         ============        ============

     Loss per share                      $       (.10)       $       (.04)
                                         ============        ============

     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, 2000
     and 1999 approximated $.09 and $.12, respectively.

6.   INCOME TAXES:

     As of December 31, 2000,  the  components  of deferred  income taxes are as
     follows:

     Long-term Deferred Tax Assets (Liabilities)
     Net operating loss carry forwards                         $ 1,720,000
     Depreciation and amortization                                 (12,500)
                                                               -----------
                                                                 1,707,500
     Less: valuation allowance                                  (1,707,500)
                                                               -----------

     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, 2000.

     As of December 31, 2000, the Company has net operating  loss  carryforwards
     available to offset future  federal and state taxable income in the amounts
     of $7,134,552 and $7,032,226, respectively, and expiring as follows:

                                      F-16
<PAGE>
                            CORONADO INDUSTRIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.   INCOME TAXES (CONTINUED):

                         Net Loss Carryforward
                            Amount Available           Year of Expiration
                       -------------------------       ------------------
          Year         Federal          State          Federal      State
          ----         -------          -----          -------      -----
          1993       $    37,195     $        --         2208          --
          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         2018        2003
          1999         1,201,118       1,201,118         2019        2004
          2000         3,580,799       3,580,799         2020        2005
                     -----------     -----------

                     $ 7,134,552     $ 7,032,226
                     ===========     ===========

7.   COMMITMENTS:

     The Company currently leases office space in Fountain Hills, Arizona, under
     a non-cancellable operating lease agreement which expires June, 2001. Under
     the terms of the lease  agreements,  the Company pays monthly  rents in the
     approximate  aggregate  amount of $2,500.  For the years ended December 31,
     2000 and  1999,  rent  expense  under  the  aforementioned  non-cancellable
     operating lease agreements was $43,000 and $69,324, respectively.

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

                    Year Ending December 31,             Amount
                    ------------------------             ------
                             2001                        $13,956
                                                         =======


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, 2000,  these  non-cash  activities  are as
     follows:

     2,505,050  shares of common stock were issued for  services  and  salaries,
     which were valued at $1,532,155.

     8,075,000  stock options were issued to employees for services,  which were
     valued at $892,287.

     150,000 stock options were issued to non-employees for services, which were
     valued at $16,575.

     2,025,000 stock options were issued to key employees as bonuses, which were
     valued at $387,000.

                                      F-17
<PAGE>
                            CORONADO INDUSTRIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.   NON-CASH INVESTING AND FINANCING ACTIVITIES (CONTINUED):

     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 were valued at $21,280.

9.   NOTE PAYABLE:

     At December 31, 2000, 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  $3,580,799  and
     $1,171,734 in 2000 and 1999, respectively. Unaudited information subsequent
     to December 31, 2000, indicates that the losses are continuing.

     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-18