TRUEVISION INTERNATIONAL INC, SB-2/A, 2000-05-04

TRUEVISION INTERNATIONAL INC
SB-2/A, 2000-05-04
MANAGEMENT SERVICES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 2000

REGISTRATION NO. 333-86981
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
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TRUEVISION INTERNATIONAL, INC.

(Name of Small Business Issuer in its charter)

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<S> <C> <C>
DELAWARE 8741 84-1080044
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification Number)
incorporation or organization) Classification Code Number)
</TABLE>

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1720 LOUISIANA BOULEVARD
SUITE 100
ALBUQUERQUE, NEW MEXICO 87110
505-256-3534
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL
EXECUTIVE OFFICES)
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JOHN C. HOMAN, CHIEF EXECUTIVE OFFICER
TRUEVISION INTERNATIONAL, INC.
1720 LOUISIANA BOULEVARD
SUITE 100
ALBUQUERQUE, NEW MEXICO 87110
505-256-3534 (TELEPHONE)
505-256-3521 (FACSIMILE)

(Name, Address, And Telephone Number Of Agent For Service)
------------------------

COPIES TO:

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<S> <C>
GREGORY BARTKO, ESQ. GREGORY SICHENZIA, ESQ.
Law Office of Gregory Bartko Sichenzia, Ross & Friedman, LLP
3475 Lenox Road, Suite 400 135 West 50th Street
Atlanta, Georgia 30326 New York, New York 10020
(404) 238-0550 (telephone) (212)-664-1200 (telephone)
(404) 238-0551 (facsimile) (212)-664-7329 (facsimile)
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: / /__________________

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /__________________

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /__________________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box: / /__________________
------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
<S> <C> <C> <C> <C>
Units, comprised of two shares of
common stock, par value $.001 per
share and two redeemable common
stock purchase warrant, each
warrant to purchase one share of
common stock (2)................. 402,500 $18.10 $7,285,250 $1,923
Common stock underlying redeemable
warrants included in the units... 805,000 $10.80 $8,694,000 $2,275
Representative's warrants(3)....... 35,000 $.0001 $-- $--
Common stock issuable upon exercise
of the representative's
warrants(4)...................... 70,000 $13.05 $913,500 $241
Redeemable warrants issuable upon
exercise of the representative's
warrants(4)...................... 70,000 $.07 $4,900 $1.30
Common stock issuable on exercise
of redeemable warrants included
in the representative's
warrants(2)...................... 70,000 $10.80 $756,000 $199
Total........................ -- -- $17,653,650 $4,639
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act.

(2) Includes 52,500 units that the underwriters have the option to purchase to
cover over-allotments, if any.

(3) No registration fee is required pursuant to Rule 457 of the Securities Act.

(4) Pursuant to Rule 416, we are registering additional securities as may become
issuable pursuant to the anti-dilution provisions of the redeemable
warrants, the representative's warrants and the redeemable warrants
underlying the representative's warrants.

<PAGE>

SUBJECT TO COMPLETION, DATED MAY 4, 2000

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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[LOGO]

TRUEVISION INTERNATIONAL, INC.

350,000 UNITS

This is an initial public offering of 350,000 units of TrueVision
International, Inc., each unit consists of two shares of common stock and two
redeemable common stock purchase warrants each warrant exercisable to purchase
one share of common stock. The common stock and the warrants will trade as
separate securities 30 days after this offering.

Before this offering, there has been no public market for any of our
securities. We anticipate that the initial public offering price will be $18.10
per unit, which consists of $9.00 per share of common stock and $.05 per
warrant.

PLEASE SEE THE RISK FACTORS BEGINNING ON PAGE 6 TO READ ABOUT FACTORS YOU
SHOULD CONSIDER BEFORE BUYING ANY OF OUR SECURITIES.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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PER UNIT TOTAL
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<S> <C> <C> <C>

- - Price to the public................................. $ $

- - Underwriting discounts and commissions.............. $ $

- - Proceeds, before expenses, to TrueVision............ $ $
</TABLE>

The underwriters may purchase an additional 52,500 units from us at the
initial public offering price less the underwriting discount to cover any
over-allotments.

Delivery of the securities offered by this prospectus will be made on or
about May , 2000, in Sarasota, Florida. The underwriters are offering the
units on a firm commitment basis.

The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and we are not soliciting an offer to buy these
securities, in any state where the offer and sale is not permitted.

KASHNER DAVIDSON SECURITIES CORPORATION

PROSPECTUS DATED MAY , 2000.

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[Photo depicting, at the top
of the page, a women serving as
a customer representative for a
medical services company. At the bottom
of the page, a women's eyes are
focused in close-up fashon.]

TABLE OF CONTENTS

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PAGE NO.
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Prospectus summary.......................................... 3
Risk factors................................................ 6
Cautionary note regarding forward-looking statements........ 11
Use of proceeds............................................. 11
Dividend policy............................................. 12
Capitalization.............................................. 13
Dilution.................................................... 14
Selected consolidated financial data........................ 15
Management's discussion and analysis of financial condition
and results of operations................................. 17
Business.................................................... 23
Management.................................................. 33
Certain transactions........................................ 40
Principal stockholders...................................... 44
Description of securities................................... 46
Shares eligible for future sale............................. 50
Underwriting................................................ 52
Legal matters............................................... 54
Experts..................................................... 54
Index to consolidated financial statements.................. F-1
</TABLE>
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PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
INVESTORS SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE FINANCIAL
STATEMENTS WHICH ARE A PART OF THIS PROSPECTUS.

OUR BUSINESS

TrueVision International, Inc., through our operating subsidiaries,
TrueVision Laser Center of Albuquerque, Inc. and TrueVision of Nevada, Inc.,
provide laser vision correction and image enhancement procedures to individuals
at our TrueVision centers. Our doctors and those with which we are affiliated,
provide these services using state-of-the-art excimer laser technology. We also
offer patients ancillary image enhancement procedures and other vision
correction devices on a limited basis, including eye glasses and contact lenses.

CORPORATE BACKGROUND

On March 16, 1999 we changed our name from Topform, Inc. to TrueVision
International, Inc. Our executive office is located at 1720 Louisiana Boulevard
N.E., Suite 100 Albuquerque, New Mexico 87110 and our telephone number is
(505) 256-3534. In this prospectus, "TrueVision", "we", "us" and "our" refer to
TrueVision International, Inc. and our consolidated subsidiaries, TrueVision
Laser Center of Albuquerque, Inc. and TrueVision of Nevada, Inc.

THE OFFERING

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Securities that we are offering.............. 350,000 units, each unit consisting of two
shares of common stock and two common stock
purchase warrants each warrant exercisable to
purchase one share of common stock at an
exercise price of $10.80 per share.
Common stock outstanding before this 2,329,558 shares.
offering...................................
Common stock to be outstanding after this
offering................................... 3,029,558 shares.
Redeemable common stock purchase warrants to
be outstanding after this offering......... 700,000 redeemable common stock purchase
warrants included as a part of the units
offered by this prospectus.
Use of proceeds.............................. - Laser facilities development expenses;
- sales and marketing expenditures;
- facilities and other capital expenditures;
- expansion of internal operations;
- repayment of indebtedness; and
- working capital and general corporate
purposes.
Proposed Over-the-Counter Electronic Bulletin
Board symbols
Common stock............................. "TRUU"
Redeemable warrants...................... "TRUU W"
Units.................................... "TRUU U"
</TABLE>

Unless stated otherwise, all information in this prospectus assumes:

- an initial public offering price of $18.10 per unit; and excludes

- 374,999 shares of common stock issuable upon the exercise of 374,999
incentive stock options, each exercisable to purchase one share of our
common stock at $.86 per share;

- 83,333 shares of common stock issuable upon the exercise of 83,333
stock options, each exercisable to purchase one share of our common
stock at $6.15 per share;

- 350,000 common stock purchase warrants currently outstanding, each
exercisable to purchase one share of our common stock at $8.40 per
share;

- the exercise of the underwriter's over-allotment option to purchase
52,500 units; and

- the exercise of the 35,000 representative's warrants and the issuance
of the securities underlying the warrants.

3
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SUMMARY CONSOLIDATED FINANCIAL DATA

The following table summarizes the financial data of our business. This
information is qualified by reference to, and should be read together with, the
historical financial data for the years ended September 30, 1998 and 1999 and
should be read in conjunction with our audited financial statements included
elsewhere in this prospectus. The historical financial data as of December 31,
1999 and for the three months ended December 31, 1998 and 1999 are derived from
and should be read in conjunction with our unaudited financial statements
included elsewhere in this prospectus. The data presented below should also be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the financial statements and
accompanying notes appearing elsewhere in this prospectus.

The issuance of our common stock for the acquisition of True Vision
Albuquerque is accounted for as a reverse acquisition with a public shell. The
table reflects our statement of operations data as if the April 15, 1998
issuance of 1,944,444 shares of common stock for True Vision Albuquerque
occurred on October 1, 1997.

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<CAPTION>
FISCAL YEAR ENDED THREE MONTHS ENDED
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SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1998 1999 1998 1999
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<S> <C> <C> <C> <C>
Statement of operations data:
Revenues.......................... $1,460,526 $3,377,478 $ 637,368 $1,030,878
Cost of revenues.................. 894,134 2,294,216 424,056 569,128
Operating costs and expenses...... 750,001 1,443,842 204,770 590,694
(Loss) income from operations..... (183,609) (360,580) 8,542 (128,944)
Interest expense.................. (117,955) (118,330) (16,930) (43,619)
---------- ---------- ---------- ----------
Net (loss)........................ $ (301,564) $ (842,693) $ (8,388) $ (298,291)
========== ========== ========== ==========
Basic and diluted earnings per
share........................... $ (.14) $ (.37) $ 0.00 $ (.13)
========== ========== ========== ==========
Shares used in computing basic and
diluted earnings per share...... 2,127,820 2,264,187 2,233,507 2,329,558
========== ========== ========== ==========
</TABLE>

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- The following table includes a summary of our balance sheet at
December 31, 1999:

- on an actual basis;

- on a pro forma basis giving effect to:

- the issuance during February 2000 of the remaining $42,000 of the
$150,000 principal amount promissory notes bearing interest at 13% per
annum, due December 1, 2000.

- the sale of $230,000 of patient accounts receivable during February and
March 2000 to TVLC Finance, Inc., a corporation controlled by our CEO and
the receipt of $230,000 from TVLC Finance, Inc. from the sale.

- as adjusted to give affect to, the issuance of:

- receipt of the net proceeds from the sale of 700,000 shares of common
stock and warrants for the purchase of 700,000 shares offered by us at an
offering price of $9.00 per share and $.05 per warrant,

- the repayment of the $1,250,000 principal amount promissory notes and
accrued interest, issued April through September 1999, bearing interest
at 13%, and

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- the repayment of $422,000 of accrued expenses from the proceeds of this
offering, which are primarily accrued consulting fees that were deferred
as well as a state sales tax liability accrued by our Albuquerque
subsidiary and bank overdrafts.

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<CAPTION>
DECEMBER 31, 1999 AS
BALANCE SHEET DATA: ACTUAL PRO FORMA ADJUSTED
- ------------------- ----------------- ---------- ----------
<S> <C> <C> <C>
Cash and cash equivalents......................... $ 35,050 $ 307,050 $3,716,020
Total working capital (deficit)................... (1,477,120) (1,477,120) 3,178,075
Total assets...................................... 2,161,287 2,203,287 4,812,482
Short term debt, current portion of long term
liabilities and current related party
obligations..................................... 1,799,664 1,841,664 547,864
Long term debt.................................... 400,442 400,442 400,442
Total liabilities................................. 3,141,554 3,183,554 1,137,554
Stockholders' (deficit) equity.................... $ (980,267) $(980,267) $3,674,928
</TABLE>

5
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RISK FACTORS

WE BEGAN PROVIDING OUR SERVICES IN APRIL 1998 AND HAVE A LIMITED OPERATING
HISTORY UPON WHICH YOU MAY EVALUATE OUR BUSINESS AND PROSPECTUS. Since we
started providing our services in April 1998, we have a limited operating
history. As a result, we have a limited basis upon which you may evaluate our
business and prospects. Our prospects must be considered in light of the risks,
expenses, delays, problems and difficulties frequently experienced by early
stage companies.

WE HAVE INCURRED NET LOSSES SINCE COMMENCING OUR BUSINESS AND EXPECT LOSSES
FROM OPERATIONS IN THE FUTURE. We have not achieved profitability and expect to
continue to incur operating losses for the foreseeable future. For the three
months ended December 31, 1999, our net loss was $298,291 and our accumulated
deficit at that same date was $1,934,442. We expect to continue to incur
significant operating and capital expenditures and, as a result, we expect
significant net losses in the future and we will need to generate significant
revenues to achieve and maintain profitability. We will continue to need
additional capital in order to effectuate our business plan and meet our
operational challenges.

IF WE ARE UNABLE TO COMPLETE OUR PUBLIC OFFERING, ALTERNATE FUNDING WILL BE
NEEDED AND WE WILL HAVE TO MODIFY OUR BUSINESS OPERATIONS ACCORDINGLY. Based on
our current operating plan, we anticipate that the net proceeds of this offering
and cash provided by operations will allow us to meet our cash and capital
requirements for at least 12 months following the date of this prospectus. Our
accountants have included in a note in their report that our consolidated
financial statements have been prepared assuming we will continue as a going
concern. If appropriate financing is not obtained by us through our public
offering, we intend to modify our operations accordingly. We may require
additional funding sooner than anticipated. If we raise additional capital
through the sale of equity, including preferred stock, or convertible debt
securities, our stockholders may experience dilution.

We currently do not have a credit facility or any commitments for additional
financing. We cannot be certain that additional financing will be available when
and to the extent required. If adequate funds are not available on acceptable
terms, we may be unable to fund our expansion, develop or enhance our services
or respond to competitive pressures.

OUR MANAGEMENT WILL HAVE BROAD DISCRETION TO ALLOCATE THE OFFERING PROCEEDS
AND YOU WILL LIKELY HAVE NO VOICE AS TO HOW OUR MANAGEMENT WILL USE THESE NET
PROCEEDS. We expect to use approximately 35.3%, or $1,776,000 of the net
proceeds from this offering for the repayment of existing indebtedness,
including the 13% promissory notes that we recently sold for short-term working
capital. We also expect to use total net proceeds of approximately $5,031,450
for the other purposes described under "Use of Proceeds." Our management will
have broad discretion to allocate the proceeds of this offering, including
proceeds currently specifically allocated as described in this prospectus, and
any other cash resources to such uses as they determine to be in our best
interests. The amounts actually allocated to each expense category and the
source of the cash so allocated, may vary significantly, depending on a number
of factors, including the amount of future revenue growth, the amount of cash
generated or used by our operations and the success of our marketing efforts for
our laser vision correction procedures.

A SIGNIFICANT AMOUNT OF THE NET PROCEEDS OF THIS OFFERING MAY BE USED TO
BENEFIT OUR MANAGEMENT AND OTHER INSIDERS. The allocation of the net proceeds
from this offering includes approximately 13% for working capital and general
corporate purposes and 35.3% for the repayment of existing indebtedness.
Substantial amounts of our working capital, including the working capital we
received from the sale of our 13% promissory notes due April 15, 2000 or as may
be extended, will be applied towards the payment of salaries and related costs
of our management personnel. Accordingly, substantial amounts of the net
proceeds we receive from this offering may ultimately be used to benefit our
officers, consultants or other insiders.

6
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OUR CHIEF EXECUTIVE OFFICER HAS A CONFLICT OF INTEREST WITH TVLC FINANCE,
INC. AND MTE/TRIAD, INC., AFFILIATED COMPANIES THAT HAVE RELATIONSHIPS WITH US.
MR. HOMAN MAY HAVE TO DEVOTE MANAGEMENT TIME TO THESE AFFILIATED
COMPANIES. Mr. Homan, is an officer and director of TVLC Finance, Inc. and
MTE/Triad, Inc. Both of these companies have provided specialty financing to
enable us to finance our equipment. Mr. Homan also serves as an officer and
director of TrueVision Laser Centers, Inc., a predecessor company that has since
ceased active operations. Since these companies provide access to equipment
financing for us, we are dependent on Mr. Homan's determination that the terms
of equipment financing provided by these affiliated companies are no less
favorable than we could obtain from independent sources. Mr. Homan's role with
us could result in a conflict of interest at some time. These separate
responsibilities by Mr. Homan could potentially prevent him from devoting
full-time as our chief executive officer.

SINCE THE LASER REFRACTIVE SURGERY MARKET IS RELATIVELY NEW, WE DO NOT KNOW
IF OUR SERVICES WILL GENERATE MARKET ACCEPTANCE. The commercial market for
laser refractive and image enhancement surgery in the United States is
relatively new and we do not know if these procedures will generate widespread
market acceptance. Several factors may contribute to refractive surgery not
achieving broad market acceptance, which include:

- cost of the procedure;

- effectiveness of conventional eye correction technologies including eye
glasses and contact lenses;

- general resistance to surgery;

- availability of other surgical techniques;

- the short history of laser refractive surgery in the United States;

- side effects; and

- any resistance by third-party payors to reimburse patients for elective
laser vision correction.

POTENTIAL SIDE EFFECTS AND NEGATIVE LONG-TERM RESULTS OF LASER REFRACTIVE
SURGERY COULD DAMAGE THE DEMAND FOR OUR SERVICES. There are concerns about the
safety and efficacy of the performance of laser refractive surgery. These
concerns include:

- the predictability and stability of results;

- complications and side effects including:

- post-operative pain;

- corneal haze during healing;

- glare/halos;

- decrease in contrast sensitivity;

- temporary increases in intraocular pressure in reaction to post-procedure
medication;

- modest fluctuations in astigmatism and modest decreases in best corrected
vision;

- loss of fixation during the procedure;

- unintended over-or under-corrections; instability, reversion or regression
of effect; and

- corneal scars, corneal ulcers, and corneal healing disorders.

The occurrence of any of these or any other complications may damage the demand
for the services we offer.

THE TECHNOLOGIES WE USE IN OUR LASER VISION CORRECTION PROCEDURES ARE
SUBJECT TO RAPID TECHNOLOGICAL CHANGE AND COULD CAUSE US TO MAKE SIGNIFICANT
CAPITAL INVESTMENT IN NEW EQUIPMENT. Our market is characterized by rapid
technological changes. Newer technologies, techniques or products for the
treatment of refractive vision disorders, and the other services we offer, could
be developed with better performance than the excimer lasers and other
technologies that we use. The availability of new and

7
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better ophthalmic laser technologies or other surgical or non-surgical methods
for correcting refractive vision disorders could require us to make significant
investments in technology, render our current technology obsolete and have a
significant negative impact on our business and results of operations.

WE MAY NOT COMPETE EFFECTIVELY WITH OTHER EYE CARE SERVICES COMPANIES THAT
HAVE MORE RESOURCES AND EXPERIENCE THAN US. Many of our competitors have
substantially greater financial, technical, managerial, marketing, and other
resources than we do may compete more effectively than we can. We compete with
NovaMed Eyecare Management, LLC, TLC The Laser Center, Inc., Clear Vision Laser
Centers, Inc., and other entities, including other refractive laser center
companies, hospitals, individual ophthalmologists and optometrists, other
surgery and laser centers, eye care clinics and providers of retail optical
products in offering our services and products. Our surgical procedures compete
with other surgical and non-surgical treatments for refractive disorders,
including eyeglasses, contact lenses, other types of refractive surgery, such as
radial keratotomy, and technologies currently under development. If our
competitors offer laser vision correction or other refractive surgery services
at lower prices than we do, we may have to lower the prices we charge, which
will adversely affect our results of operations.

THE DEMAND FOR OUR LASER REFRACTIVE SURGERY PROCEDURES MAY BE ADVERSELY
AFFECTED BY HEALTH CARE REFORM INITIATIVES. The continuing effort of government
regulators of health care services to contain or reduce the costs of health care
may reduce our revenues and profitability by increasing our regulatory burden or
increasing our administrative costs associated with delivering services to our
customers. We cannot predict the effect that health care reforms may have on our
business, and it is possible that any reforms will hurt our business.

SIGNIFICANT DECREASES IN EXCIMER LASER PRICES COULD HARM OUR BUSINESS BY
MAKING IT MORE ATTRACTIVE FOR EYE SURGEONS TO BUY THEIR OWN LASERS AND FORCE US
TO LOWER PRICES. A significant reduction in the price of excimer lasers could
reduce the demand for our services by making it economically more attractive for
eye surgeons to buy excimer lasers for themselves instead of utilizing our
centers. Also, excimer laser price decreases could force us to reduce our fees
in response to this reduction in demand or as a means to remain competitive with
other laser providers.

WE ARE DEPENDENT UPON A LIMITED NUMBER OF SUPPLIERS FOR OUR LASER SURGERY
EQUIPMENT AND WE DON'T HAVE A CONTINGENCY PLAN FOR ALTERNATIVE SUPPLIERS, SO IF
ANY OF THESE SUPPLIERS WERE UNABLE OR UNWILLING TO MEET OUR NEEDS, WE MAY NOT BE
ABLE TO EQUIP OUR CENTERS WITH THE APPROPRIATE TECHNOLOGY. We are dependent on a
small number of manufacturers for our supply of ophthalmic lasers. To our
knowledge, only three companies, Summit Technologies, Inc., Autonomous
Technologies Corporation and VISX, Inc. have been approved by the United States
Food and Drug Administration for commercial sale of excimer lasers in the U.S.
If any of these manufactures were for any reason to discontinue commercial sale
of ophthalmic lasers, or be unwilling or unable to meet our needs, we may not be
able to equip our centers with the appropriate technology.

WE MAY BE FORCED TO ALTER THE WAY WE MARKET OUR SERVICES AND THE MANNER IN
WHICH WE ENTER INTO RELATIONSHIPS WITH OUR EQUIPMENT PROVIDERS, SERVICE
PROVIDERS, DOCTORS, OPTOMETRISTS, AND OTHER HEALTH CARE PROVIDERS AS A RESULT OF
GOVERNMENT REGULATIONS. We are subject to extensive federal, state, local and
foreign laws, rules and regulations, including:

- restrictions on the approval, distribution, and use of medical devices;

- anti-kickback statutes;

- fee-splitting laws;

- corporate practice of medicine restrictions;

- self-referral laws;

- anti-fraud provisions;

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- facility license requirements and certificates of need;

- conflict of interest regulations; and

- sales and use taxes

Many of these laws and regulations are ambiguous, and courts and regulatory
authorities have provided little clarification. Moreover, state and local laws
vary from jurisdiction to jurisdiction. As a result, we may not always be able
to accurately interpret applicable law, and some of our activities could be
challenged.

Failure to comply with applicable FDA requirements could subject us, and the
doctors who use our centers to enforcement actions, including product seizure,
recalls, withdrawal of approvals and civil and criminal penalties. Further,
failure to comply with regulatory requirements, or any adverse regulatory action
could result in limitations or prohibitions on our use of excimer lasers. See
"Business--Government regulation."

OUR MANAGEMENT WILL CONTROL APPROXIMATELY 60.6% OF OUR COMMON STOCK AFTER
THIS OFFERING AND THEIR INTERESTS MAY BE DIFFERENT FROM AND CONFLICT WITH YOURS
AND AS A RESULT YOU MAY HAVE NO EFFECTIVE VOICE IN OUR MANAGEMENT, INCLUDING THE
ELECTION OF DIRECTORS AND THE APPROVAL OF SIGNIFICANT CORPORATE
TRANSACTIONS. Following this offering, our executive officers and directors
will beneficially own or control a total of approximately 60.6%, 58.8% if the
underwriter's over-allotment option is exercised in full, of our outstanding
common stock, assuming no exercise of the redeemable common stock purchase
warrants. Accordingly, if our management acts together, they have the power to
control the election of all of our directors and the approval of significant
corporate transactions for which the approval of our stockholders is required.
If you purchase our securities, you may have no effective voice in our
management.

PROVIDING LASER SURGERY PROCEDURES AND RELATED EYE CARE SERVICES ON OUR
PATIENTS COULD SUBJECT US TO MALPRACTICE, PRODUCT LIABILITY, AND OTHER CLAIMS
WHICH COULD EXCEED OUR INSURANCE COVERAGE OR FORCE US TO OBTAIN CASUALTY
INSURANCE WHICH MAY NOT BE AVAILABLE AT COMMERCIALLY REASONABLE
RATES. Providing our services to our patients subjects us to the potential that
significant physical injury will occur to patients at our centers and the
resulting risk of malpractice, product liability and other claims. Our insurance
may not be adequate to satisfy claims or protect us or our affiliated providers
against these claims. Furthermore, our insurance coverage may not continue to be
available at acceptable costs and terms.

WE ARE NOT LICENSED TO PRACTICE MEDICINE OR OPTOMETRY, SO IN ORDER FOR US TO
DELIVER OUR EYE CARE SERVICES, WE ARE DEPENDENT, IN PART, UPON OUR RELATIONSHIPS
WITH OUR MEMBER-PHYSICIANS AND OUR ABILITY TO ENTER INTO AFFILIATIONS WITH
LICENSED MEDICAL PROFESSIONALS. Since we do not practice medicine or optometry,
our activities are limited to establishing centers at which doctors and eye care
professionals that we employ, and others with whom we've established
affiliations, render eye care services. Accordingly, our success depends upon
our ability to attract talented physicians that we desire to employ and our
ability to develop relationships with affiliated physicians and to enter into
agreements with health care providers, including institutions, independent
physicians and optometrists, to render surgical and other professional services
at centers owned or managed by us. There can be no assurance that we will be
able to enter into these agreements with health care providers on satisfactory
terms, if at all. Our inability to enter into these affiliations would likely
limit our revenues, our services, and our ability to expand our operations.

WE FINANCE THE PURCHASES OF OUR LASER SURGERY EQUIPMENT WHICH INCREASES OUR
LEVERAGE AND FINANCE COSTS AND IF WE DO NOT SATISFY OUR DEBT PAYMENTS WHEN DUE,
WE MAY BE FORCED TO FORFEIT OUR EQUIPMENT. We finance the purchases of our
excimer laser equipment. The use of leverage to finance our equipment increases
our risk of loss as opposed to if we borrowed a smaller portion or none of the
purchase price of this equipment. Our risk is increased because we must satisfy
these obligations on specific

9
<PAGE>
dates, regardless of our revenues. If we do not meet our debt service payments
when due, we may be forced to forfeit the equipment securing the debt.

WE NEED THE CONTINUED AVAILABILITY OF THE EXPERTISE AND STRATEGIC PLANNING
OF OUR CHIEF EXECUTIVE OFFICER, JOHN C. HOMAN, AND OTHER KEY PERSONNEL,
EXPERIENCED IN THE LASER REFRACTIVE SURGERY INDUSTRY. We believe that the
efforts and industry knowledge of our senior management, key employees and
contractors, particularly that of our chief executive officer, John C. Homan, in
the laser refractive surgery industry, are essential to our operations and
growth. Mr. Homan is responsible for our strategic planning, and the loss of his
services would have an adverse affect on our long term operations. We have
entered into a three-year employment agreement with Mr. Homan, and have obtained
key man life insurance on the life of Mr. Homan in the amount of $1,000,000. If
we do not succeed in retaining or motivating our current personnel or in hiring
additional qualified employees, our business will be materially adversely
affected. In addition, competition for personnel in our industry, including the
doctors who perform our services, is intense and there can be no assurance that
we will be able to attract and retain the necessary personnel.

OUR APPLICATION TO LIST OUR COMMON STOCK ON THE NASDAQ SMALLCAP STOCK MARKET
WAS NOT APPROVED, AND OUR INABILITY TO LIST OUR COMMON STOCK ON A NATIONAL
SECURITIES EXCHANGE MAY IMPAIR OUR ABILITY TO DEVELOP A PUBLIC MARKET FOR OUR
SECURITIES. The Nasdaq SmallCap Stock Market has not approved our listing
application for the common stock, the common stock purchase warrants or the
units. Our inability to list our securities on a national securities exchange
may impair our ability to develop a liquid and orderly market in our securities
after this offering is completed. Further, the prices and volume of trading in
our securities may be adversely effected since our securities will not be listed
on a national securities exchange.

ONE OR MORE OF THE COMPANIES WE ARE AFFILIATED WITH, AND OUR CHIEF EXECUTIVE
OFFICER, JOHN C. HOMAN, HAVE BEEN THE SUBJECT OF PRELIMINARY INQUIRIES BY THE
NEW MEXICO AND HAWAII SECURITIES COMMISSIONS. Prior to our public offering,
MTE/Triad, Inc., TrueVision Laser Centers, Inc. and our chief executive officer,
John C. Homan, received letters of preliminary inquiry from the state securities
commissions in New Mexico and Hawaii. Although the Hawaii inquiry is no longer
pending, the existence of either of these inquiries may have an adverse effect
on our ability to list our securities on a national securities exchange in the
future.

THE 13% PROMISSORY NOTES THAT WE ISSUED IN THE PRINCIPAL AMOUNT OF
$1,250,000 WERE DUE APRIL 15, 2000, AND WE ARE UNCERTAIN IF ALL OF THE HOLDERS
OF THESE NOTES WILL AGREE TO EXTEND THE MATURITY DATE THEREON. In April through
September, 1999 and in December 1999, we sold $1,250,000 principal amount of 13%
promissory notes due April 15, 2000. Although we are attempting for each of the
holders of these notes to extend the maturity date on the notes to June 1, 2000,
we can give no assurances that all or any note holders will agree to this
extension. If any holders of the notes do not agree to extend the maturity date
of their notes to June 1, 2000, our liquidity, capital resources and financial
condition may be adversely effected.

THERE MAY BE SOME OF OUR VENDORS OR OTHER THIRD PARTIES THAT WE HAVE A
MATERIAL RELATIONSHIP WITH THAT ARE NOT YEAR 2000 COMPLIANT. The failure of
systems maintained by third parties to be Year 2000 compliant could cause us to
incur significant expense to remedy any problems, reduce our revenues from such
third parties or otherwise seriously damage our business.

10
<PAGE>
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These forward-looking
statements are not historical facts, but rather are based on our current
expectations, estimates, and projections about our industry, our beliefs and
assumptions. Words including "may," "could," "would," "will," "anticipates,"
"expects," "intends," "plans," "projects," "believes," "seeks," "estimates," and
similar expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements. These risks and
uncertainties are described in "Risk Factors" and elsewhere in this prospectus.
We caution you not to place undue reliance on these forward-looking statements,
which reflect our management's view only as of the date of this prospectus. We
are not obligated to update these statements or publicly release the result of
any revisions to them to reflect events or circumstances after the date of this
prospectus or to reflect the occurrence of unanticipated events.

USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $5,031,450
from our sale of the 350,000 units offered by this prospectus, assuming an
initial public offering price of $18.10 per unit. If the underwriters exercise
their over-allotment option in full, we will receive net proceeds of
approximately $5,858,168. These amounts are after deducting estimated
underwriting discounts and commissions, and after fees and expenses of
approximately $480,000, payable by us. We intend to use the net proceeds as
follows:

<TABLE>
<CAPTION>
NET PERCENT
PROCEEDS OF TOTAL
---------- --------
<S> <C> <C>
Laser facilities development expenses.................. $1,350,000 26.8%
Sales and marketing expenditures....................... 500,000 9.9
Facilities and other capital expenditures.............. 551,450 11.0
Expansion of internal operations....................... 200,000 4.0
Repayment of indebtedness.............................. 1,776,000 35.3
Working capital and general corporate purposes which
includes salaries, cost of additional personnel,
support and management systems, capital costs for
computers and related equipment...................... 654,000 13.0
---------- ----
Total.............................................. $5,031,450 100%
========== ====
</TABLE>

We intend to use approximately 26.8% of the net proceeds of this offering to
open one to two new TrueVision laser centers within the 12 months following
completion of the offering, and for the continuing development of our center in
Las Vegas, Nevada. Net proceeds allocated to those centers will primarily be
used for equipment purchases, including additional excimer laser units, as well
as facilities costs associated with opening new centers, such as leasing and
upfitting expenses for new centers.

Proceeds allocated to sales and marketing expenditures will include the
costs of radio, television, and other media spots designed to increase public
awareness of our laser vision correction surgery procedures and the benefits of
the procedures for our customers.

Facilities expansion and related capital expenditures relate to build out
expenses in our Albuquerque center, consisting primarily of construction costs
for upfitting additional office and patient facilities, and the cost of mobile
excimer laser equipment.

11
<PAGE>
A small portion of our net proceeds will be utilized for expansion of
internal corporate operations, which include expanding our computer network,
equipment for our corporate office facilities, software, and our Web site
development costs.

We intend to use approximately 35.3% of the net proceeds to repay an
aggregate principal amount of $1,250,000 of the promissory notes, due April 15,
2000 or as may be extended, plus all accrued interest at 13% yearly, as well as
$422,000 of accrued expenses and bank overdraft. These accrued expenses
primarily include consulting fees that have been deferred as well as state sales
tax liabilities that have accrued in Albuquerque during the last three years of
operations. The net proceeds we received from the sale of the promissory notes
was primarily used for current operating expenses, expenses of our public
offering, and short-term working capital.

The remaining net proceeds, or approximately 13.0% of the net proceeds, will
be utilized as working capital for general corporate purposes. These purposes
include salaries, additional personnel, expansion costs of our operations,
support and management systems, as well as capital expenses for computers and
related equipment.

The proposed allocation of the net proceeds represents our management's best
estimate of the allocation of the net proceeds of the offering, based upon the
current status of our operations, our current plans and current economic
conditions. Our management may reallocate the net proceeds among the categories
listed above. We also may, when the opportunity arises, acquire or invest in
complementary businesses, products or technologies. However, we have no present
understandings, commitments or agreements with respect to any acquisition or
investment. Any net proceeds received from the sale of the underwriter's
over-allotment option will be allocated to working capital and general corporate
purposes.

Pending application of the net proceeds in the manner described above, we
intend to invest the net proceeds in short-term, interest bearing investment
grade securities.

DIVIDEND POLICY

We have never declared or paid any cash or stock dividends on our capital
stock. So long as the 13% promissory notes are outstanding, we are prohibited
from declaring any dividends on our capital stock. We intend to reinvest
earnings, if any, to fund the development and expansion of our business and, as
a result, we do not anticipate paying cash dividends on our common stock in the
foreseeable future. The declaration of dividends will be at the discretion of
our board of directors and will depend upon our earnings, capital requirements,
financial position, general economic conditions, and other pertinent factors.

12
<PAGE>
CAPITALIZATION

The following table sets forth our:

- actual capitalization as of December 31, 1999;

- our pro forma capitalization as of December 31, 1999 giving effect to;

- the issuance of the remaining $42,000 of the $150,000 principal amount of
promissory notes bearing interest at the rate of 13%, due December 1,
2000.

- pro forma as adjusted capitalization giving effect to:

- the sale of the 350,000 units offered by this prospectus at an assumed
offering price of $18.10 per unit, after deducting underwriting
commissions and estimated offering expenses,

- the payment of the promissory notes in the aggregate principal amount of
$1,250,000 and accrued interest at 13%,

- the repayment of $422,000 of accrued expenses, including consulting fees
that have been deferred as well as state sales tax liabilities that have
accrued in Albuquerque during the last three years of operations, bank
overdraft, and

- the application of the estimated net proceeds from this offering.

The following table should be read in conjunction with our consolidated
financial statements, related notes and other financial information included
elsewhere in this prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1999
--------------------------------------
(UNAUDITED) PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
----------- ---------- -----------
<S> <C> <C> <C>
Short term debt, current portion of long term
liabilities and current related party obligations... $1,799,664 $1,841,664 $ 547,864
=========== ========== ===========
Long term debt........................................ $ 400,442 $ 400,442 $ 400,442
=========== ========== ===========
Stockholders' (deficit) equity:
Preferred stock, $.001 par value; 10,000,000
authorized, no shares issued...................... $ 0 $ 0 $ 0
----------- ---------- -----------
Common stock, $.001 par value; 100,000,000 shares
authorized; 2,329,558 issued and outstanding,
actual, 2,329,558 issued and outstanding, pro
forma; 3,029,558 issued and outstanding, as
adjusted.......................................... 2,330 2,330 3,030
Additional paid in capital.......................... 951,845 951,845 5,982,595
Accumulated deficit................................. (1,934,442) (1,934,442) (2,310,697)
----------- ---------- -----------
Total stockholders' (deficit) equity.............. (980,267) (980,267) 3,674,928
----------- ---------- -----------
Total capitalization.............................. $1,219,839 $1,261,839 $ 4,623,234
=========== ========== ===========
</TABLE>

- The preceding table does not include the exercise of:
- the underwriter's over-allotment option;
- the redeemable common stock purchase warrants;
- 350,000 common stock purchase warrants issued to the note holders;

- 35,000 representative's warrants; and

- 458,332 outstanding options.

13
<PAGE>
DILUTION

As of December 31, 1999, our pro forma net tangible book value, or deficit,
was $(1,891,242), or approximately $(.81) per share of common stock. Pro forma
net tangible book value, or deficit, per share represents the amount of our
total tangible assets less total liabilities divided by the number of shares of
common stock.

After giving effect to the sale of the 350,000 units offered by this
prospectus and after deducting the underwriting discount and estimated offering
expenses, net tangible book value at December 31, 1999, would have been
$3,563,728, or approximately $1.18 per share of our common stock. This
represents an immediate increase in net tangible book value of $1.99 per share
of common stock to our existing stockholders and an immediate dilution in net
tangible book value of $7.82 per share of common stock, or approximately 86.9%,
to new investors. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price....................... $9.00
Pro forma net tangible book value(deficit) prior to the
offering.................................................. $(.81)
Increase in net tangible book value per share attributable
to this offering.......................................... 1.99
-----
Pro forma, as adjusted, net tangible book value per share
after the offering........................................ 1.18
-----
Dilution of net tangible book value per share to new
investors................................................. $7.82
=====
</TABLE>

If the over-allotment is exercised in full, our pro forma as adjusted net
tangible book value at December 31, 1999 would have been $4,390,446, or $1.38
per share of common stock. This represents an immediate increase in net tangible
book value of $2.19 per share of common stock to existing stockholders and an
immediate dilution in net tangible book value of $7.62 per share of common
stock, or approximately 84.7% to new investors.

The following table summarizes, as of December 31, 1999, on a pro forma
basis, the number of shares of common stock purchased from us, the total
consideration paid and the average price per share paid by existing stockholders
and investors in this offering, and after giving effect to the sale of the
350,000 units offered by this prospectus, assuming an initial offering price of
$18.10 per unit. The calculations are based upon total consideration given by
new investors and existing stockholders before any deduction of underwriting
discounts, offering expenses payable by us, and does not include the purchase of
or any exercise of the redeemable common stock purchase warrants offered by this
prospectus.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
-------------------- --------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
--------- -------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C>
Existing
stockholders....... 2,329,558 77% $ 538,067 7.87% $ .23
New investors........ 700,000 23% 6,300,000 92.13% $9.00
--------- ---- ---------- -------
Total............ 3,029,558 100% $6,838,067 100%
========= ==== ========== =======
</TABLE>

14
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with our audited financial statements for the years ended
September 30, 1998 and 1999 included elsewhere in the prospectus and
Management's Discussion and Analysis of Financial Condition and Results of
Operations. The historical selected financial data as of December 31, 1999 and
for the three months ended December 31, 1998 and 1999 are derived from and
should be read in conjunction with our unaudited financial statements included
elsewhere in the prospectus. The unaudited financial statements, in our opinion,
include all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the data for the periods presented. The results of
operations for the three months ended December 31, 1999 are not necessarily
indicative of results to be expected for the full year.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED SEPTEMBER 30 DECEMBER 31,
--------------------------- -----------------------
1998 1999 1998 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................... $1,460,526 $3,377,478 $ 637,368 $1,030,878
Cost of revenues............................ 894,134 2,294,216 424,056 569,128
---------- ---------- ---------- ----------
Gross profit................................ 566,392 1,083,262 213,312 461,750

Operating costs and expenses:
Sales consulting, and marketing........... 47,048 401,088 36,138 186,575
General and administrative................ 565,070 894,699 132,046 363,287
Depreciation.............................. 137,883 148,055 36,586 40,832
---------- ---------- ---------- ----------
Total operating costs and expenses...... 750,001 1,443,842 204,770 590,694
---------- ---------- ---------- ----------
(Loss) income from operations............... (183,609) (360,580) 8,542 (128,944)
Interest expense............................ (117,955) (118,330) (16,930) (43,619)
Expenses relating to debt financing and
agreements to retire stock options in
preparation of proposed public offering... 0 (363,783) 0 (125,728)
---------- ---------- ---------- ----------
Net loss.................................... $ (301,564) $ (842,693) $ (8,388) $ (298,291)
========== ========== ========== ==========
Basic and diluted net loss per share........ $ (.14) $ (.37) $ 0.00 $ (.13)
========== ========== ========== ==========
Shares used in computing basic and diluted
net loss per share........................ 2,127,820 2,264,187 2,233,507 2,329,558
========== ========== ========== ==========
</TABLE>

- The following table includes a summary of our balance sheet at
December 31, 1999;

- on an actual basis;

- on a pro forma basis giving effect:

- the issuance during February 2000 of the remaining $42,000 of the
$150,000 principal amount promissory notes bearing interest at 13%
yearly, due December 1, 2000.

15
<PAGE>
- as adjusted to give affect to, the issuance of:

- 700,000 shares of common stock and warrants for the purchase of 700,000
shares offered by us at an offering price of $9.00 per share and $.05 per
warrant,

- the repayment of the $1,250,000 principal amount promissory notes and
accrued interest, issued April through September 1999, bearing interest
at 13%, and

- the repayment of $422,000 of accrued expenses and bank overdraft in
connection with accrued consulting fees and a state sales tax liability
of our subsidiary accrued during the past three years, from the proceeds
of this offering.

BALANCE SHEET DATA:

<TABLE>
<CAPTION>
DECEMBER 31, 1999
-------------------------------------- YEAR ENDED
AS SEPTEMBER 30,
ACTUAL PRO FORMA ADJUSTED 1999
----------- ----------- ---------- -------------
<S> <C> <C> <C> <C>
Cash and cash equivalents................ $ 35,050 $ 307,050 $3,716,020 $ 1,495
Total working capital (deficit).......... (1,477,120) (1,477,120) 3,178,075 (1,160,025)
Total assets............................. 2,161,287 2,203,287 4,812,482 1,957,326
Short term debt, current portion of long
term liabilities and current related
party obligations...................... 1,799,664 1,841,664 547,864 1,658,754
Long term debt........................... 400,442 400,442 400,442 449,997
Total liabilities........................ 3,141,554 3,183,554 1,137,554 2,723,704
Total shareholders' (deficit) equity..... $ (980,267) $ (980,267) $3,674,928 $ (766,378)
</TABLE>

16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL
STATEMENTS AND ACCOMPANYING NOTES AND THE OTHER FINANCIAL INFORMATION INCLUDED
ELSEWHERE IN THIS PROSPECTUS.

OVERVIEW

We are a medical services company that focuses on delivering laser vision
correction surgical procedures and image enhancement procedures to consumers.

We were incorporated on January 19, 1988 as Topform, Inc. In April 1998
after acquiring 84% of the stock of TrueVision Laser Centers of Albuquerque,
Inc., hereinafter referred to as TVA, TVA's management became our management.
TrueVision Laser Centers of Albuquerque, Inc. was actively involved in the laser
vision correction industry since 1996. In October 1995 and in March 1996, the
United States Food and Drug Administration approved the use of excimer lasers
manufactured by Summit Technology, Inc. and VISX, Inc., to treat low to moderate
nearsightedness. In June, 1996, TrueVision Laser Center of Albuquerque, Inc.
opened the first excimer laser center in Albuquerque, New Mexico. In April of
1998, we acquired a controlling interest in TrueVision Laser Centers of
Albuquerque, Inc., which had been providing laser vision correction services
using the VISX excimer laser.

We perform laser vision correction surgery and other image enhancement
procedures through affiliated and employed physicians in our Albuquerque, New
Mexico and we began providing these same services in our Las Vegas, Nevada
centers in October 1999. We provide our doctors and optometrists with
state-of-the-art equipment and facilities as well as support services necessary
to perform vision correction and image enhancement procedures. To date, the
supply of our excimer lasers and related equipment has came from VISX and
Autonomous Lasers, Inc. through purchase and lease agreements that we have
entered into with each manufacturer. In the event that we would not be able to
obtain additional excimer lasers and related equipment from either VISX or
Autonomous, we believe that two alternative sources of supply will become
available before the end of 1999 when the FDA approves these manufacturers.

17
<PAGE>
The following tables set forth, for the periods indicated, operating
information expressed as a percentage of revenue. The results of operations data
for the three months ended December 31, 1999 are not necessarily indicative of
the results to be expected for future periods.

<TABLE>
<CAPTION>
THREE THREE
FISCAL FISCAL MONTHS MONTHS
YEAR ENDED YEAR ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31 DECEMBER 31
1998 1999 1998 1999
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Net revenues...................... 100.0% 100.0% 100.0% 100.0%
Cost of revenues.................. 61.2% 67.9% 66.5% 55.2%
Gross margin...................... 38.8% 32.1% 33.5% 44.8%
Sales, consulting and marketing... 3.2% 11.9% 5.7% 18.1%
General and administrative
expense......................... 38.7% 26.5% 20.7% 35.2%
Depreciation expense.............. 9.4% 4.4% 5.7% 4.0%
Total operating expenses.......... 51.4% 42.7% 32.1% 57.3%
Income (loss) from Operations..... (12.6%) (10.7%) 1.3% (12.5)%
Interest income or Expense........ (8.1%) (3.5%) (2.7)% (4.2)%
Expenses relating to debt
financing and agreements to
retire options in preparation of
proposed public offering........ 0.0% (10.8%) 0.0% (12.2)%
Net income (loss)................. (20.6%) (25.0%) (1.3)% (28.9)%
</TABLE>

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED DECEMBER 31, 1999 TO THE THREE MONTHS ENDED
DECEMBER 31, 1998

REVENUES

Revenues increased 62% from $637,000 to $1,031,000. The increase in revenue
was primarily a result of the increased number of procedures of laser vision
correction performed by our affiliated eye care professionals. The increase in
the number of procedures performed was due to increase in overall demand of the
procedure and additional procedures performed at the Nevada center opened in
September 1999.

COST OF REVENUES

Cost of revenues consists of doctor fees, royalty fees and medical supplies.
The total cost of revenues increased 34% from $424,000 to $569,000 as a result
of the increase in the number of procedures performed. However, as a percentage
of revenues, cost of revenues decreased 11.3% from 66.5% to 55.2%. The decrease
in the percentage rate of the cost of revenues to revenues is primarily due to a
reduction in the doctor fees paid to generate these revenues. This results from
a revised agreement with certain affiliated eye care professionals.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist primarily of salaries, wages and
related costs for general corporate functions, including finance, accounting,
facilities, legal and other fees for professional services. General and
administrative expenses increased to $363,000 from $132,000. As a percentage of
revenue, general and adminstrative increased from 20.7% to 35.2%. The increase
was primarily due to the expansion of the Nevada office, the addition of certain
management personnel to support our planned expansion and increased laser vision
correction administrative, technical and marketing support functions.

18
<PAGE>
SALES, CONSULTING AND MARKETING

Sales, consulting and marketing expenses increased to $187,000 from $36,000.
As a percentage of revenue, sales, consulting and marketing expenses increased
from 5.7% to 18.1%. The increase is due to expansion of sales and marketing
efforts of our laser vision correction business as we implemented the various
marketing programs that generated the increase in revenues.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expenses increased to 11.6% from $37,000 to
$41,000 due to increased capital expenditures.

INTEREST EXPENSE

Interest expense increased from $17,000 to $44,000. The increase of $27,000
was primarily the result of additional debt borrowings.

EXPENSES RELATING TO DEBT FINANCING AND AGREEMENTS TO RETIRE STOCK OPTIONS

Expenses relating to debt financing and agreements to retire stock options
increased to $126,000 due to an agreement with various shareholders to surrender
stock options in exchange for notes totaling $117,708. These notes are scheduled
for payment quarterly over the succeeding ten quarters.

COMPARISON OF YEAR ENDED SEPTEMBER 30, 1999 TO THE YEAR ENDED SEPTEMBER 30,
1998

REVENUES

Revenues increased to $3,377,478 for the year ended September 30, 1999 from
$1,460,526 for the year ended September 30, 1998. This increase of $1,916,952,
or 131% is primarily a result of increases in volume of laser vision correction
procedures performed at our Albuquerque facility which was offset by a decline
in average revenue per procedure of approximately $200.

COST OF REVENUES

Costs of revenues consist primarily of royalty fees, advertising and
marketing expenditures, rent, equipment maintenance, and professional fees. At
the present time, we pay $250 for each surgical procedure as a royalty fee. Cost
of revenues increased to $2,294,216 or 67.9% of revenues for the year ended
September 30, 1999 from $894,134, or 61.2% of revenues for the year ended
September 30, 1998. The increase of $1,400,082 or 157% was due to a decline in
average revenue per procedure as a result of more aggressive discounts offered
in connection with our expanded marketing efforts.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist primarily of salaries, wages and
related costs for general corporate functions, including finance, accounting,
facilities, legal and other fees for professional services. General and
administrative expenses increased to $894,699 for the year ended September 30,
1999 from $565,070 for the year ended September 30, 1998. As a percentage of
revenue, general and administrative costs decreased from 38.7% to 26.5%. This
was due to the fact that our operations began in April 1998 after the effective
date of our reorganization.

SALES, CONSULTING AND MARKETING

Sales, consulting and marketing expenses increased to $401,088 for the year
ended September 30, 1999 from $47,048 for the year ended September 30, 1998. As
a percentage of revenues, sales, consulting and marketing expenses increased
from 3.2% to 11.9% for the same periods. This increase of

19
<PAGE>
$354,040 is a result of our commencement of our marketing efforts including the
development of our seminar series and media advertising events.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization increased to $148,055 for the year ended
September 30, 1999 from $137,883 for the year ended September 30, 1998. This
increase of $10,172, or 7.4% was due to surgical and medical equipment
purchases.

INTEREST EXPENSE

Interest expense increased from $117,955 to $118,330 for the year ended
September 30, 1998 and 1999, respectively. This increase of $375 was a result of
our increased borrowings during the later period.

EXPENSES RELATING TO DEBT FINANCING AND AGREEMENTS TO RETIRE STOCK OPTIONS

Expenses relating to debt financing and agreements to retire stock options
increased to $363,783 for the year ended September 30, 1999 due to the private
placement of our debt offering during April through September 1999 and
agreements entered into in preparation of our anticipated public offering.

DEPOSITS AND PREPAID EXPENSES

Deposits and prepaid expenses were $340,978 for the year ended
September 30, 1999. This includes a $135,249 non-refundable deposit for the
purpose of a new facility for the Albuquerque center. This purchase is planned
for completion in January 2000, with renovations planned for an October 2000
occupancy date. An additional $43,633 of deposits relate to trade shows and
prepaid advertising costs which will be expensed in fiscal 2000.

Additionally, the Company has deposited $112,290 (non-refundable) for the
purchase of new lasers and $43,625 (non-refundable) for an operating lease of
laser equipment.

NET INCOME/LOSS

Our net loss for the year ended September 30, 1999 increased $541,129 from
$(301,564) for the year ended September 30, 1998 to $(842,693) for the same
period in 1999. The increase in our net loss is due to higher general and
administrative expenses, an increase in our costs of revenues, increased
marketing efforts for our Albuquerque center, and debt financing and expenses
for retiring stock options.

YEAR ENDED SEPTEMBER 30, 1998 COMPARED TO THE YEAR ENDED SEPTEMBER 30, 1997

REVENUES

Revenues increased to $1,460,526 for the fiscal year ended September 30,
1998 from $770,704 for the fiscal year ended September 30, 1997. This increase
in revenue of 89.5% is a result of an increase in the number of laser vision
correction procedures performed at our Albuquerque center, which was offset by a
decline in the average revenue per procedure.

COST OF REVENUES

Cost of revenues increased to $894,134 for the fiscal year ended
September 30, 1998 from $453,279 for the fiscal year ended September 30, 1997.
As a percentage of revenues, cost of revenues increased from 58.8% to 61.2% for
the same periods. This increase of $440,855 or 97.3% is primarily due to new

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agreements negotiated with our primary physician provider group along with
increased discounts experienced in connection with expanded marketing efforts
during the latter part of 1998.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased to $565,070 for the fiscal
year ended September 30, 1998 from $274,641 for the fiscal year ended
September 30, 1997. As a percentage of revenue, general and administrative
expenses increased from 35.6% to 38.7%. This increase, is a result of increased
overhead expenses, the recognition of costs for services contributed by our
executive officers, and the recognition of costs associated with grants of
options and shares for services rendered by consultants.

SALES, CONSULTING AND MARKETING

Sales, consulting and marketing expenses declined to $47,048 for the year
ended September 30, 1998 from $99,787 for the fiscal year ended September 30,
1997. This decrease of $52,739, or 52.8% is due to a significant decline in
marketing expenses during the first six months of the fiscal year ended
September 1998.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense increased to $137,883 for the fiscal
year ended September 30, 1998 from $127,678 for the fiscal year ended
September 30, 1997. This increase of $10,205, or 8.0% is a result of new
equipment purchased in connection with expanded marketing efforts during the
second half of fiscal year 1998.

INTEREST EXPENSE

Interest expense increased to $117,955 for the year ended September 30, 1998
from $66,585 for the fiscal year ended September 30, 1997. This increase of
$51,370, or 77.1% is primarily a result of increased borrowings generated from
the financing costs of our excimer laser and ancillary equipment in our
Albuquerque center.

NET INCOME/LOSS

Our net loss for the fiscal year ended September 30, 1998 increased $12,685,
or 4.4% from $(288,879) for the fiscal year ended September 30, 1997 to
$(301,564) for the same period in 1998. This increase in our net loss is due to
an increase in general and administrative expenses incurred in the fiscal year
ended September 30, 1998 as compared to the fiscal year ended September 30,
1997, as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations through revenues and
capital recently raised in a private placement of 13% promissory notes and
common stock purchase warrants. As of December 31, 1999, we had a net bank
overdraft of $24,924. Cash flows provided by operating activities was $223,366
for the three months ended December 31, 1999. Net cash provided by investing
activities was $31,324 during the same period including $10,751 used in the
purchase of equipment as a result of our expanded operations. Net cash flows
used in financing activities of $221,135 consist primarily of an increase in
deferred offering costs, and a decrease in bank overdraft.

From April through September 1999, we completed a private placement in which
we sold $1,250,000 worth of promissory notes bearing interest at 13%, 350,000
common stock purchase warrants, each exercisable to purchase one share of our
common stock at an exercise price of $8.40 per share, and 34,384 shares of our
common stock. The promissory notes were originally due April 15,

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2000. We are attempting to make arrangements with the holders of these
promissory notes to extend the maturity date on the notes to June 1, 2000,
although we can give no assurance that we will be successful in this effort. As
of May 4, 2000 we have received extensions for 25 of the 36 promissory notes
originally due April 15, 2000. We expect to pay all principal and accrued
interest on the promissory notes out of the net proceeds of this offering.
$700,000 of the aggregate amount of the private placement was sold to
subscribers that received 350,000 common stock purchase warrants. $550,000 of
the aggregate amount of the private placement was sold to subscribers that
received no warrants, but received a total of 34,384 shares of our common stock.
In a private placement to TVLC Finance, Inc. in November 1999, we sold an
additional promissory note due December 1, 2000 in the principle amount of
$150,000. Of this amount, $108,000 was received during November 1999 and the
remaining $42,000 was received in February 2000. This note accrues interest at
13% yearly until the note is due. As a part of this private placement, one of
our shareholders, as an accommodation to us, agreed to transfer 9,378 shares of
our common stock to two purchasers of promissory notes issued by TVLC Finance,
Inc. for the same principal amount.

Costs incurred in connection with the private placement include finders'
fees and legal and accounting expenses. Net proceeds of our private placement
were used primarily for payment of the costs and expenses associated with our
initial public offering and to pay development costs for our newest laser center
in Las Vegas, Nevada. Before the date of this prospectus, we were in default in
the payment of consulting fees due to our consultants, and our subsidiary,
TrueVision Laser of Albuquerque, Inc. was delinquent in the payment of sales
taxes covering the last three years of operations. We have paid a portion of the
overdue consulting fees from the proceeds of our private placement and have
allocated $422,000 from the net proceeds of our public offering to pay the
remaining consulting fees, the sales tax liability owed by our subsidiary and
bank overdraft. Short term bank overdrafts occurred due to the timing of our
receipts and disbursements.

Based on our current operating plan, we anticipate that the net proceeds of
this offering, together with the cash flow from operations, will be sufficient
to fund our anticipated working capital and capital expenditures for the
12 months following completion of this offering. We intend to rely on these same
sources of capital to meet our facilities and equipment lease obligations for
the 12 months following the completion of the offering. We believe cash flow
from operations thereafter will be sufficient to meet our future expenditures
and that our current lease obligations will not have a material effect on our
costs of operations following our offering and during the terms of the
respective leases. Our accountants have included an emphasis of matter in their
report and a note to the consolidated financial statements that our consolidated
financial statements have been prepared assuming we will continue as a going
concern. If appropriate financing is not obtained by us through our public
offering, we intend to modify our operations accordingly. Our capital
requirements have grown since our inception and we expect our capital
requirements to continue to grow.

We currently offer a program for patient financing through various lenders.
We intend to expand that program over the next 12 months and may fund some or
all of this program ourselves. We believe we could find a third party lender,
either directly or through a finance company affiliated with our management,
TVLC Finance, Inc.

RECENTLY ISSUED ACCOUNTING STANDARDS

We believe that recently issued financial standards will not have a
significant impact on our results of operations, financial position, or cash
flows.

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BUSINESS

OVERVIEW

TrueVision International, Inc., through our operating subsidiaries,
TrueVision Laser Center of Albuquerque, Inc. and TrueVision of Nevada, Inc.,
provide laser vision correction and image enhancement procedures to individuals,
at our TrueVision centers. Our doctors, and those with which we are affiliated,
provide these services using state-of-the-art excimer laser technology. We also
offer patients ancillary image enhancement procedures and other vision
correction devices on a limited basis, including contact lenses. We acquired our
first TrueVision center in Albuquerque, New Mexico in April 1998 and opened our
second center in Las Vegas, Nevada in July 1999, where we began offering laser
vision correction procedures in October 1999.

CORPORATE BACKGROUND

We were incorporated on January 19, 1988 as Topform, Inc., in Delaware. On
March 16, 1999 we changed our name to TrueVision International, Inc. In
April 1998, through a stock purchase and reorganization, we acquired a
controlling interest in TrueVision Laser Centers of Albuquerque, Inc., which had
been providing laser vision correction services using the VISX, Inc. excimer
laser since June 1996. In July 1999, we opened our second center in Las Vegas,
Nevada, through our wholly-owned subsidiary, TrueVision of Nevada, Inc.

OUR STRATEGY

Our goal is to be a leading provider of laser vision correction and other
cosmetic procedures. In order to achieve this goal, we will implement the
following strategies:

- Expand our geographic presence by opening additional TrueVision centers;

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

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

- Increase our marketing and sales efforts to further penetrate our target
markets; and

- Expand our services to include ancillary cosmetic procedures and other
vision correction products that permit cross-marketing of our core
services.

OUR INDUSTRY

The laser vision correction industry has experienced dramatic growth during
the past two years. The total number of laser correction procedures performed in
the United States is forecasted to grow 450% from 200,000 in 1997 to
approximately 900,000 in 1999. Total sales for the laser vision correction
industry have been over $1.0 billion since approval of the excimer laser in the
U.S. in October 1995. However, despite the growth of this industry, the
estimated number of vision correction clients in 1998 represented less than
0.28% of the 150 million people with refractive vision conditions in the U.S. We
believe these figures illustrate an untapped market for which we can offer our
services.

COMMON REFRACTIVE VISION DISORDERS

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

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

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

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

CORRECTIVE LASER VISION PROCEDURES

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

There are currently two outpatient procedures that we offer at our
TrueVision centers that use the excimer laser to correct common refractive
vision disorders. One is laser in-situ keratomileusis, commonly known as LASIK
and the other is photorefractive keratectomy, commonly known as PRK. Prior to
either LASIK or PRK, an assessment is made of the correction required to program
the excimer laser. Using a specially developed algorithm, the software of the
excimer laser then calculates the optimal number of pulses needed to achieve the
intended correction. The patient reclines in a chair, eyes focused on a fixed
target, while the doctor positions the patient's cornea for the procedure. An
eyelid holder is inserted to prevent blinking and topical anesthetic eye drops
are applied. The excimer laser emits energy in a series of pulses, with each
pulse lasting only several billionths of a second. High-energy ultraviolet light
produced by the excimer laser creates a non-thermal process known as ablation,
which removes tissue and reshapes the cornea without damaging adjacent tissue.
The amount of tissue removed depends upon the amount of corneal reshaping
required to correct the vision disorder.

The typical procedure takes 15 to 30 minutes from set-up to completion,
while the excimer laser is general used for less than 40 seconds. The front
surface of the eye is flatter when corrected for nearsightedness and steeper
when corrected for farsightedness. In effect, the change made in the middle or
periphery of the cornea is translated to the front surface of cornea and results
in vision correction. Following the procedure, a series of patient follow-up
visits are scheduled in our centers, with an optometrist or doctor, to monitor
the corneal healing process, to verify that there are no complications and to
test the amount of correction achieved by the laser vision correction procedure.

LASIK. LASIK was approved for commercial use in the U.S. in 1996.
Currently, the majority of laser vision correction procedures are LASIK, since
it is believed that LASIK generally allows for:

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

- Greater predictability of results;

- Shorter patient recovery times and less discomfort; and

- Decreased possibility of corneal regression.

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

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

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

OUR LASER VISION CORRECTION CENTERS

We operate one laser vision correction center in New Mexico and we opened a
second center in Las Vegas, Nevada in July 1999. We began offering laser vision
correction procedures in Las Vegas, in October 1999. We own 84% of the
TrueVision center in Albuquerque, New Mexico and operate it through affiliated
and employed doctors. We own 100% of the TrueVision center in Las Vegas, Nevada
and intend to operate it in essentially the same manner as our first center. Our
centers are supported by our fully credentialed doctors and optometrists who
perform pre-procedure evaluations, laser vision correction procedures, and
post-procedure follow-ups. We recently began offering medical services
considered to be "cosmetic" in nature, such as a skin renewal procedure that
removes fine lines and facial blemishes, that we believe we can effectively
cross-market to our vision correction patients.

We strive to meet the needs of our patients as well as our doctors and
optometrists. We recruit our doctors in several ways. Generally, we first
identify and meet with doctors within the community to demonstrate our technical
and marketing capabilities. We emphasize advertising programs, see referrals
from other doctors and specifically target local ophthalmologists in the
community. We prefer to contract with doctors to perform procedures at our
facilities and who can assist in the development of new patients for their
practice through our marketing programs. We provide our doctors and optometrists
with:

- STATE-OF-THE-ART EQUIPMENT AND FACILITIES. We provide our doctors with
the facilities, equipment, support services and state-of-the-art laser
technologies necessary to perform vision correction procedures. Our
doctors focus on treating patients without the burden of meeting the
financial, management, administrative, maintenance and regulatory
requirements associated with establishing and operating a laser vision
correction and image enhancement center.

Our two centers have a laser procedure room, an image enhancement treatment
room, a private examination room and a patient waiting area. In our
Albuquerque center, we are equipped with a VISX Star laser. We also have
corneal topography instruments, ophthalmic examination equipment, a
computer system, and standard office equipment. When fully operational, our
Las Vegas, Nevada center will have an autonmous laser and the same
ancillary medical equipment as the Albuquerque Center. We believe the
Autonomous laser has several enhancements, including an eye tracking
feature, which is useful to the laser technician and our doctors;

- A TRAINED TECHNICIAN AND SUPPORT STAFF. Staffing includes technicians who
assist the doctors during the laser vision correction and image
enhancement procedure. They also provide support services such as
sterilization of surgical instruments. The excimer laser manufacturer and
the microkeratome supplier, as well as the image enhancement equipment
manufacturers, certify our technicians. The center also has a medical
support director who supports our doctors and optometrists, and assists in
developing laser vision correction programs;

- OPPORTUNITIES FOR INCREMENTAL INCOME. The laser vision correction
procedure for each eye yields a procedure fee for the doctor. Doctors and
optometrists who perform pre-procedure evaluations or post-procedure
follow-ups also receive a professional fee for such services. Those
procedure and professional fees represent an incremental source of income
not subject to managed care or government reimbursement.

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We provide our patients with:

- ACCESS TO HIGHLY CREDENTIALED DOCTORS AND OPTOMETRISTS. Our doctors have
completed extensive FDA-mandated training and have met our qualification
criteria. Our centers are designed to create a patient friendly
environment and reduce any anxiety associated with laser vision correction
and image enhancement procedures. We believe our centers have an
aesthetically pleasing and comfortable waiting area and our center staff
is focused on addressing the needs of each patient;

- EDUCATIONAL CONSULTATIONS AND MATERIALS. The education process begins
with our initial contact with the patient potential patients receive a
free consultation focused on educating the patient on vision correction
procedures, how the procedure corrects a specific refractive vision
disorder and the results the patient should expect after the procedure.
Patients are given written materials and can view a video of the procedure
or witness an actual procedure during their initial visit. Similar
information is provided for image enhancement procedures. We believe that
an educated patient has realistic expectations and should be more
satisfied with procedure results;

- REGULARLY SCHEDULED POST-PROCEDURE FOLLOW-UPS. We strive towards 100%
patient satisfaction. We schedule post-procedure follow-ups with patients
to monitor procedure results. In those instances when the desired
correction is not achieved, the patient receives a follow up procedure at
no cost to the patient;

- AFFORDABLE FINANCING ALTERNATIVES. Laser vision correction and image
enhancement procedures are elective and generally not reimbursable by
third-party payers. We offer patients several financing alternatives and
in some circumstances promotional discounts. We have multiple payment
plans offered by an unaffiliated finance company. We also provide
information regarding installment plans, insurance coverage, home equity
loans and payment through employer-flexible benefit plans. In the majority
of the procedures financed, we bear no credit risk.

OUR INTELLECTUAL PROPERTY RIGHTS

We purchase or lease our excimer lasers and related laser equipment from
manufacturers of the excimer laser. Our ability to use the excimer laser to
perform laser vision correction procedures in our centers is derived from a
license agreement, that has been filed as an exhibit to our registration
statement, that governs the intellectual property rights covering the excimer
laser technology. We are able to license from the manufacturer all necessary
intellectual property rights associated with the laser and related equipment so
long as we are in conformity with the terms of each license agreement and so
long as we pay the royalty fee included as a part of each license agreement.
Patent rights covering the excimer laser equipment we use in our laser vision
correction procedures have been granted to the manufacturers of our excimer
lasers.

OUR SALES AND MARKETING STRATEGY

We are developing and implementing direct marketing campaigns. We believe
many of our competitors focus all of their resources on building affiliations
with eye care providers, and rely on doctor relationships to produce their
clients. Although our relationships with doctors is a key component of our
overall strategy, we focus much of our resources directly on the consumer and
attempt to create our own client relationships. Our "integrated marketing
protocol," a consumer oriented marketing program for our services, was developed
to focus our TrueVision staff on existing and prospective clients.

The heart of our marketing efforts is a seminar series. We hold seminars at
our centers. A television camera, mounted in the laser gives the audience a view
of exactly what the surgeon sees during the laser correction procedure.
Afterwards, both the doctor and the client are invited into the seminar to share
the experience and answer questions. We believe this aspect of our marketing
effort has been successful and as a result, the Albuquerque center conducted
over 105 seminars for 1999.

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We also attempt to refocus consumer demand. We seek out opportunities to
provide ancillary services and products targeted to drive our core business. We
offer related products, including sunglasses and contact lenses at our centers,
primarily as an accommodation to our customers. While meeting existing needs of
the consumers, we introduce our ancillary products in each of these locations.
For example, a contact lens client generally receives information on why laser
vision correction is a better option for most people. Further, we have developed
and are employing dedicated sales teams. Our marketing efforts include
developing and implementing programs that are focused on recruiting individual
clients as well as corporate accounts for our centers. Much of our current
efforts in expanding the number of our laser vision correction procedures
include local radio, television, and newspaper print advertisements explaining
the laser vision correction procedure to a prospective patient, and the costs
and benefits associated with each of our surgical procedures.

Our laser vision correction surgical procedures currently cost approximately
$3,925 for both eyes. Our ancillary medical services, such as the procedure we
use to remove fine lines and facial blemishes, is provided by us in a series of
procedures generally consisting of six, 20 minute visits, are currently offered
by us at an average package cost of between $600 and $900. TrueVision-employed
doctors deliver our services and are paid on the basis of the specified
salaries, with no additional fees. TrueVision-affiliated doctors are paid under
various facility fee arrangements, ranging from $700 to $800 for each eye.

COMPETITION

The market for laser vision correction and image enhancement surgery is
subject to intense competition. We compete with other entities, including
refractive laser center companies, hospitals, individual doctors, other surgery
and laser centers and manufacturers of laser equipment in offering such services
and access to related equipment. In addition, the laser vision correction and
other image enhancement surgical procedures provided at our centers compete with
more traditional non-surgical treatments for refractive conditions including
eyeglasses and contact lenses.

Eye care professionals interested in deploying excimer laser technology have
formed commercial enterprises in order to support the capital requirements for
acquiring the lasers and other necessary equipment. The industry today remains
highly fragmented, with most procedures performed by independent physician
groups. There are several laser vision correction companies developing national
operations. In addition, there are several eye care companies that feature
access to laser vision correction and other refractive surgery services as an
increasingly important component of their ophthalmic practice development
activities.

Our laser vision correction and image enhancement centers compete on the
basis of quality of patient care, reputation and price. Our principal corporate
competitors in the market for laser vision correction and other refractive
surgery include:

- TLC The Laser Center, Inc.;

- Laser Vision Centers, Inc.;

- ClearVision Laser Centers, Ltd.;

- LCA-Vision Inc.;

- NovaMed EyeCare, Inc.; and

- ARIS Vision, Inc.

The bases for competition in this market are:

- systems;

- pricing;

- strength of delivery network;

- strength of operational systems;

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- the degree of cost efficiencies and surgeries;

- marketing strength;

- information technology systems;

- managed care expertise;

- patient access; and

- quality assessment programs.

Many of our current and potential competitors have significantly greater
financial and human resources than we currently have, and as a result, we may be
at a competitive disadvantage to these current and potential competitors even
though we believe that we can successfully compete on the basis of our marketing
efforts, quality of patient care, our reputation and the price of our services.
Suppliers of conventional vision correction, which includes eyeglasses and
contact lenses, such as optometric chains, may also compete with us either by
marketing alternatives to laser vision correction or other refractive surgery
procedures or by purchasing excimer lasers and offering refractive surgery to
their customers.

GOVERNMENT REGULATION

As a participant in the health care industry, our operations and the
operations of our affiliated doctors and optometrists are subject to extensive
and increasing regulation by governmental entities at the Federal, state and
local levels. Many of these laws and regulations are subject to varying
interpretations. We believe courts and regulatory authorities have generally
provided little clarification. Moreover, state and local laws and
interpretations vary from jurisdiction to jurisdiction. As a result, we may not
always be able to accurately predict interpretations of applicable law. As a
result, some of our activities, or the activities of our affiliated providers,
could be challenged.

The regulatory environment in which we and our affiliated providers operate,
may change significantly in the future. In response to new or revised laws,
regulations or interpretations, we could be required to:

- revise the structure of our legal arrangements or the structure of our
fees;

- incur substantial legal fees, fines or other costs; or

- curtail our business activities, reducing the potential profit to us of
some of our legal arrangements. Any of these outcomes may have a material
adverse effect on our business, financial condition and results of
operations.

The following is a summary of some of the health care regulatory issues
affecting us, our affiliated eye care providers and our respective operations.

FEDERAL LAW

ANTI-KICKBACK STATUTE. The U.S. Federal anti-kickback statute prohibits the
knowing and willful solicitation, receipt, offer or payment of any direct or
indirect remuneration in return for the referral of patients or the ordering or
purchasing of items or services payable under Medicare, Medicaid or other
federal health care programs. Violations of this statute may result in criminal
penalties, including imprisonment or criminal fines of up to $25,000 per
violation, civil penalties of up to $50,000 per violation, and exclusion from
federal programs including Medicare or Medicaid.

SELF-REFERRAL LAW. Subject to limited exceptions, the Federal self-referral
law, known as the "Stark Law," prohibits physicians and optometrists from
referring their Medicare or Medicaid patients for the provision of "designated
health services" to any entity with which they or their immediate family members
have a financial relationship. "Financial relationships" include both
compensation and ownership relationships. "Designated health services" include
clinical laboratory services, radiology and ultrasound services, durable medical
equipment and supplies, and prosthetics, orthotics and prosthetic

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devices, as well as seven other categories of services. We do not provide
"designated health services." Our affiliated providers, however, do provide
limited categories of designated health services, specifically, ultrasound
services, such as A-scans and B-scans, and prosthetic devices, such as
eyeglasses and contact lenses furnished to patients following cataract surgery.

Violating the Stark Law may result in denial of payment for the designated
health services performed. This may also result in:

- civil fines of up to $15,000 for each service provided in connection with
a prohibited referral,

- a fine of up to $100,000 for participation in a circumvention scheme, and

- exclusion from the Medicare, Medicaid and other Federal health care
programs.

The Stark Law is a strict liability statute. Any referral made where a
financial relationship exists that fails to meet an exception constitutes a
violation of the law. To the extent that our affiliated professional entities
provide designated health services to Medicare and Medicaid beneficiaries, or
make or receive Medicare or Medicaid referrals for such services, the Stark Law
could be implicated.

STATE LAW

ANTI-KICKBACK LAWS. In addition to the Federal anti-kickback law, a number
of states have enacted laws, which prohibit the payment for referrals and other
types of anti-kickback arrangements. These state laws typically apply to all
patients regardless of their source of payment.

SELF-REFERRAL LAWS. In addition to the Federal Stark Law, a number of
states have enacted laws that require disclosure of or prohibit referrals by
health care providers to entities in which the providers have an investment
interest or compensation relationship. In some states, those restrictions apply
regardless of the patient's source of payment.

CORPORATE PRACTICE OF MEDICINE LAWS. A number of states have enacted laws
that prohibit the corporate practice of medicine. Those laws are designed to
prevent interference in the medical decision-making process by anyone who is not
a licensed physician. Many states have similar restrictions in connection with
the practice of optometry. Application of the corporate practice of medicine
prohibition varies from state-to-state. While some states may allow a
corporation to exercise significant management responsibilities over the
day-to-day operation of a physician or optometric practice, other states may
restrict or prohibit various activities.

FEE-SPLITTING LAWS. The laws of some states prohibit providers from
dividing with anyone, other than providers who are part of the same group
practice, any fee, commission, rebate or other form of compensation for any
services not actually and personally rendered. Penalties for violating these
fee-splitting statutes or regulations may include revocation, suspension or
probation of a provider's license, or other disciplinary action. If we expand
into a state with different or more restrictive laws, we may need to amend or
restrict some of our operations in order to ensure compliance with applicable
state laws, rules and regulations.

FACILITY LICENSURE AND CERTIFICATE OF NEED. We may be required to obtain
licenses from the state departments of health in states where we open or acquire
eye surgery and laser centers. Some states require a Certificate of Need, or
CON, prior to the construction or modification of an ambulatory surgery center,
such as our eye surgery and laser centers, or the purchase of medical equipment
in excess of an amount set by the state.

EXCIMER LASER REGULATION

Medical devices, such as the excimer lasers used in our eye surgery and
laser centers, are subject to regulation by the U.S. Food and Drug
Administration. Medical devices may not be marketed for commercial sale in the
U.S. until the FDA grants pre-market approval for the device.

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<PAGE>
The FDA has not approved the use of an excimer laser to treat both eyes on
the same day, called a bilateral treatment. The FDA has stated that it considers
the use of the excimer laser for bilateral treatment to be a practice of
medicine decision, which the FDA is not authorized to regulate. Physicians,
including our affiliated physicians, widely perform bilateral treatment as an
exercise of professional judgment in connection with the practice of medicine.

Failure to comply with applicable FDA requirements could subject us, our
affiliated providers or laser manufacturers to enforcement action, product
seizures, recalls, withdrawal of approvals and civil and criminal penalties.
Further, failure to comply with regulatory requirements, or any adverse
regulatory action, including a reversal of the FDA's current position that the
"off-label" use of excimer lasers by physicians outside the FDA approved
guidelines is a practice of medicine decision, which the FDA is not authorized
to regulate, could result in a limitation on or prohibition of our use of the
excimer laser.

The marketing and promotion of laser vision correction and other image
enhancement surgical procedures in the U.S. is regulated by the FDA and the
Federal Trade Commission. The FDA and FTC have released a joint communique on
the requirements for marketing these procedures in compliance with the laws
administered by both agencies. The FTC staff also issued more detailed staff
guidance on the marketing and promotion of these procedures and has been
monitoring marketing activities in this area through a non-public inquiry to
identify areas that may require further FTC attention. Although the FDA does not
regulate surgeons' use of excimer lasers, the FDA actively enforces regulations
prohibiting the marketing of products for nonindicated uses and conducts
periodic inspections of manufacturers to determine compliance with good
manufacturing practice regulations. We believe that we conduct our operations in
compliance with these laws and regulations.

INSURANCE

We believe that the insurance coverage for our business is generally in
accordance with industry standards, including adequate coverage for premises
liability which we may incur in both of our centers. We believe our insurance
coverage is adequate in light of our business and the risks to which we are
subject. We maintain key man life insurance on the life of John C. Homan in the
amount of $1,000,000. We intend to obtain officers' and directors' liability
insurance coverage prior to the completion of this offering.

EMPLOYEES

As of May 3, 2000, we had 43 full-time and part-time employees. Of our total
number of employees,

- 24 are full-time and

- 19 are part-time.

20 of these people work in our corporate offices, with 7 full-time employees
and 13 part-time employees. We have 10 full-time and 9 part-time employees in
our Albuquerque medical center, and 2 full-time and 2 part-time employees in our
Las Vegas center. Of these employees,

- 5 are administrative employees,

- 5 are clerical,

- 24 are in our sales department, and

- 9 employees function as medical or medical-technical employees. We have no
collective bargaining agreement with any of our employees and our
management considers our relationships with our employees to be good.

We believe we will need to recruit 17 part-time and four full-time employees
to staff our growing needs in both of our existing centers. We intend that six
of the part-time employees and five of the

30
<PAGE>
full-time employees will be based in our Albuquerque center, and four part-time
and six full-time employees will be based in our Las Vegas center.

In addition to our employees, we have affiliate relationships with local
doctors who provide medical services to our patients. As of May 3, 2000, we had
three active member-affiliates for our Albuquerque center.

FACILITIES

We lease our principal executive office and our medical facilities in
Albuquerque, New Mexico. It consists of a total of approximately 5,000 square
feet, under three separate operating leases that have varying expiration dates.

We lease a 751 square foot facility adjacent to our Albuquerque center that
houses our call center under a month to month lease entered into on November 4,
1998, providing for a current monthly payment of $445.

On September 12, 1995, we leased 2,144 square feet of space adjacent to our
Albuquerque center to house additional medical personnel and a retail optical
dispensary. This facility has a lease term that ends November 30, 2000 and has a
current monthly rental obligation of $2,914.

On March 25, 1999, we entered into a sublease for an additional 2,079 square
feet in Albuquerque to house our corporate operations. This sublease terminates
on December 28, 2001 and has a current monthly obligation of $2,599. Our total
monthly lease obligations for our Albuquerque center are approximately $6,000
per month. We believe our facilities are adequate for our current business
operations in our Albuquerque center.

On July 21, 1999, we entered into a six month lease which commenced as of
August 1, 1999 for 4,000 square feet of space in Las Vegas, Nevada, with a
monthly rental obligation of $6,840 per month. We have since renewed this lease
for an additional six-month term. This space temporarily houses our Las Vegas
TrueVision center until our permanent leased facility becomes available. As of
the date of this prospectus, our Las Vegas operations are still conducted at
this facility.

On July 30, 1999, we entered into a five-year lease agreement for our
permanent facilities in Las Vegas, which lease commences as of December 1, 1999
and consists of approximately 12,141 square feet of space and has a monthly
rental obligation of approximately $22,641 per month. Our lease gives us the
option of renewing the initial term of the lease for two additional five-year
terms. This lease agreement has been personally guaranteed by a principal
shareholder and consultant of ours until the earlier of three years from the
date of the lease or our receipt of at least $5,000,000 in gross proceeds from a
public offering. We believe these facilities are adequate for our current and
planned business operations in our Las Vegas center.

LEGAL PROCEEDINGS

By civil compliant filed on April 7, 2000, a claim was filed against us by
sea-change, Inc., a Florida corporation, seeking the sum of $29,000 plus
interest under agreements we entered into with them between April 19, 1999
through September 21, 1999. We do not believe we are liable under these
agreements and intend to vigorously defend this civil action in the ordinary
course of our business. Except for the civil action described above, we are not
involved in any pending, or to our knowledge threatened, legal proceedings. From
time to time, we may become a party to various legal proceedings arising in the
ordinary course of business.

In April 1998, our chief executive officer, John C. Homan received a
preliminary inquiry letter from the New Mexico Securities Commission relative to
an offering of promissory notes conducted in New Mexico in 1996 by
MTE/Triad, Inc. and our subsidiary, TrueVision Laser Center of
Albuquerque, Inc. On behalf of these respondents, Mr. Homan responded by
providing information and documents requested by the New Mexico Securities
Commission and has denied any administrative or regulatory violations of New
Mexico securities laws or regulations.

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<PAGE>
REGULATORY SETTLEMENT

On February 14, 2000, our chief executive officer, John C. Homan, on behalf
of himself individually and on behalf of three companies that were affiliated
with TrueVision Laser Centers, Inc. in 1996, entered into a settlement and
consent agreement with the Commissioner of Securities of the state of Hawaii.
This settlement agreement concluded a preliminary inquiry that was conducted by
the Commissioner of Securities for Hawaii in July 1997 that related to the offer
and sale of $70,000 of promissory notes of MTE/Triad, Inc., a specialty finance
company controlled by Mr. Homan. The settlement agreement made no findings,
orders or determinations that any violations of Hawaii securities laws or
administrative rules occurred.

As provided in the settlement agreement, all Hawaii investors that purchased
the promissory notes that were the subject of the inquiry were paid all
principal and interest on their notes. In addition, the consenting parties
agreed to pay $30,000 to the Commissioner of Securities of the state of Hawaii
as reimbursement for the costs of the inquiry.

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US

We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2 under the Securities Act with respect to the securities
offered by this prospectus. This prospectus, which forms a part of the
registration statement, does not contain all of the information set forth in the
registration statement and the accompanying exhibits and schedules. For further
information with respect to us and the securities offered by this prospectus,
reference is made to the registration statement and the accompanying exhibits
and schedules. Statements contained in this prospectus as to the contents of any
contract or other document filed as an exhibit to the registration statement are
not necessarily complete and are qualified in their entirety by reference to the
exhibits for a complete statement of their terms and conditions.

The registration statement, including all amendments, exhibits and
schedules, may be inspected without charge at the offices of the Securities and
Exchange Commission at Judiciary Plaza, 450 Fifth Street NW, Washington, D.C.
20549 and the Commission's regional offices located at 7 World Trade Center,
13th Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of this material may be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street
NW, Washington, DC. 20549. The public may obtain information on the operations
of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The
Securities and Exchange Commission also maintains a Web site
(http://www.sec.gov) through which the registration statement and other
information can be retrieved.

We have applied for quotation privileges for our securities on the
Over-the-Counter Electronic Bulletin Board maintained by the NASD, and upon
listing, investors can obtain information about us on its web site,
(http://www.otcbb.com)

Upon effectiveness of the registration statement, we will be subject to the
reporting and other requirements of the Securities Exchange Act and intend to
furnish our stockholders annual reports containing financial statements audited
by our independent accountants and to make available quarterly reports
containing unaudited financial statements for each of the first three quarters
of each fiscal year.

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<PAGE>
MANAGEMENT

DIRECTORS AND OFFICERS

Our executive officers, directors, and key employees and their ages as of
May 2, 2000, are as follows.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- -------------------------------------------
<S> <C> <C>
John C. Homan.................. 48 Chairman of the Board, Chief Executive
Officer, Treasurer and Director
Frank J. Seifert............... 55 Secretary and Director
C. Richard Hullihen, Jr. ...... 73 Director
Allison W. Evans............... 36 Vice-President of Business Development and
Chief Financial Officer
Robert S. Helmer............... 45 Clinical Support Manager
Dr. Donald E. Rodgers.......... 58 Medical Director, TrueVision-Albuquerque
</TABLE>

JOHN C. HOMAN, co-founded TrueVision Laser Centers, Inc., in October 1995
and has served as its president and chief executive officer through the present
date. Since April 1998, Mr. Homan has served as our president and chief
executive officer. From October 1997 to the present, Mr. Homan has also been the
president and chief executive officer of TVLC Finance, Inc., a specialty finance
company, and since April 1997, he has served in those same roles with
MTE/Triad, Inc., a venture leasing company. In June 1995, Mr. Homan co-founded
Clear Vision Laser Centers, Inc., an early developer of laser surgery correction
facilities. From June 1994 through May 1995, Mr. Homan was the chief operations
officer of Cardiff Broadcasting, an operator of wireless cable television
systems in four states. TVLC Finance and MTE/Triad, which are controlled by
Mr. Homan, provide us with equipment financing and leasing services. Mr. Homan
may have to spend what he believes to be an immaterial amount of time to the
affairs of these other companies. Mr. Homan received a bachelor's degree in
accounting and marketing from the University of Akron in 1973 and received a
juris doctorate degree in 1977 from Cleveland-Marshall College of Law.
Mr. Homan is the subject of a preliminary state securities commission inquiry
arising from his role as an officer and director of MTE/Triad, Inc. during the
offer and sale of promissory notes by that company in New Mexico in 1996 and
1997. A preliminary inquiry relating to the same matter in the state of Hawaii
was concluded after a settlement was reached.

FRANK J. SEIFERT, was our executive vice president from May 1998 to August
1999 and became one of our consultants in August 1999. Mr. Seifert became a
director and our corporate secretary in April 1998. Mr. Seifert co-founded
TrueVision Laser Centers, Inc. with Mr. Homan in October 1995. From
October 1995 to April 1998, Mr. Seifert served as executive vice-president of
TrueVision Laser Centers, Inc. From April 1993 to the present, Mr. Seifert has
served on the board of directors and as president and chief executive officer of
American Natural Gas Corporation, and since July 1998, he has served as
president of Sheffield Equity Corporation, an early stage venture capital firm.
Mr. Seifert received a Bachelor of Arts degree in Business Administration and
Economics from St. Thomas College in 1966. Mr. Seifert received his juris
doctorate from the William Mitchell College of Law in 1970.

C. RICHARD HULLIHEN, JR., became one of our directors on September 9, 1999.
Mr. Hullihen has been retired since 1986. From June 1981 to October 1986,
Mr. Hullihen was a vice-president of Picker X-Ray Corporation and Picker's
successor, Picker International Corporation, where he spent a total of 34 years
in a number of positions. During the last 10 years, Mr. Hullihen has acted as a
general business consultant to a variety of medical facilities, companies, and
doctors involved in establishing nuclear magnetic resonance clinics. Most
recently, Mr. Hullihen consulted for Dynamic Digital Displays, Inc. and Advanced
Cryomagnetics, Inc. Mr. Hullihen earned his bachelor of science degree in
business management from Washington University in St. Louis, Missouri in 1950.

ALLISON W. EVANS, has been our vice-president of business development since
December 1998, while also serving as our chief financial officer. Ms. Evans
served as a director of marketing and advertising

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<PAGE>
and controller of TrueVision Laser Centers, Inc. from its inception in
December 1995 through November, 1997, and as its director of mergers and
acquisitions from June 1997 through December 1998. Up until joining us full-time
in December 1998, Ms. Evans also specialized as a business development
consultant to various clients in the multimedia entertainment and advertising
industry. In 1995, Ms. Evans founded "The Success Exchange," a web-magazine and
personal development organization. Ms. Evans is a certified public accountant
and started her career at Ernst & Young in 1988. She earned her bachelor's
degree in business administration from St. Mary's College in 1985 and her
masters in business administration in marketing and finance from the University
of San Diego in 1988.

ROBERT S. HELMER, has been our clinical support manager in our Albuquerque
center since October 1998. Mr. Helmer is a graduate physician and surgical
assistant with 25 years of medical experience in emergency medicine, laser
medicine, dermatology, cosmetic surgery and hair transplant surgery. From
May 1998 until joining us, Mr. Helmer was a director and the president of the
International College of Skin-Care Specialists. From October 1991 to
October 1995, Mr. Helmer was a surgical assistant with Qualified Emergency
Specialists, Inc., in Cincinnati, Ohio, and from February 1991 to December 1991
was a surgical assistant and electrologist for Dermatology Associates of
Atlanta, Georgia. Mr. Helmer has been a certified ophthalmic laser technician
since September 1998 and a certified microkeratome technician since June 1999.
Mr. Helmer received his associate of applied science degrees as a physician's
assistant and surgical assistant in 1974 from the Cincinnati Technical College.
He is a member of the American Academy of Physicians Assistants.

DONALD E. RODGERS, M.D. has been our medical director in our Albuquerque
center since February 1999. Dr. Rodgers first began performing laser vision
correction at our center in June, 1997. Dr. Rodgers is a part-time medical
director for us and he will not devote full time to our operations. Since 1975,
Dr. Rodgers has been in private medical practice and is currently a partner with
the New Mexico Eye Clinic of Albuquerque, New Mexico, where his practice focuses
on cataracts, corneal transplants and keratorefractive surgery. Dr. Rodgers has
been performing refractive surgery since 1976. Dr. Rodgers is currently the
State Surgeon for the New Mexico National Guard having been appointed to that
position in 1990, where he holds the rank of Colonel in the U.S Army Medical
Corp. Dr. Rodgers served as the president of the New Mexico Society of
Ophthalmology from 1992 to 1993; president of the Medical Staff-Presbyterian
Hospital Albuquerque from 1990 to 1991; on the Medical Executive Committee for
St. Joseph's Hospital from 1981 to 1985; and in that same capacity with the
Presbyterian Hospital in Albuquerque from 1982 to 1991. From 1988 to 1995,
Dr. Rodgers was the Medical Advisor for the New Mexico Lions Eye Bank.
Dr. Rodgers received his medical degree in 1968 and his B.A. degree in 1963,
both from the University of New Mexico. Dr. Rodgers completed an internship at
the U.S. Naval Hospital in San Diego, California from 1968 to 1969 and completed
his residency in ophthalmology at that same facility from 1972 to 1975.

DIRECTORS' COMPENSATION

Our non-employee directors receive $1,000 for attendance at each meeting of
the board of directors or any committee of the board of directors and will be
reimbursed for their out-of-pocket expenses in connection with their attendance
at any such meeting. We anticipate that our board will meet at least twice each
year. No directors' fees have been paid to date.

BOARD COMPOSITION

Our board of directors consists of at least three members who serve as
directors for staggered terms that are divided into three classes. Class one
directors have a term expiring at the annual meeting next ensuing. Class two
directors have a term expiring one year after the class one directors. The third
class of directors have a term expiring two years after the class one directors.
There are no family relationships among any of our directors, officers or key
employees. We intend to appoint at least one additional director to our board of
directors, who will be an independent director, within 90 days after completion
of this offering. Each director holds office until their successor is duly
elected

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<PAGE>
and qualified. Vacancies in the office of any director may be filled by a
majority of the directors then in office. Both of our outside directors will
serve as members of both committees.

Our president and chief executive officer is appointed by our board, and all
of our other executive officers are appointed by the president and chief
executive officer.

We have agreed that for five years from the completion of this offering, the
representative of the underwriters may designate one person for election to our
board of directors. If this election is not exercised, the representative may
designate one person to attend all meetings of our board of directors. If the
representative chooses to designate a person to attend our directors' meetings,
we have agreed to reimburse that person for out-of-pocket expenses in connection
with their attendance.

COMMITTEES OF THE BOARD

Upon completion of this offering, the board of directors will establish two
standing committees, an audit committee and a compensation committee. Our audit
committee will:

- recommend to the entire board of directors the independent public
accountants to be engaged by us,

- review the plan and scope of our annual audit,

- review our internal controls and financial management policies with our
independent public accountants and

- review all related party transactions.

The compensation committee will review and recommend to our board:

- the compensation and benefits to be paid to our officers and directors,

- administer our stock option plan,

- approve the grant of options under the stock option plan and

- establish and review general policies relating to compensation and
benefits of our employees.

EXECUTIVE COMPENSATION

The following table sets forth the total compensation paid during our fiscal
years ended September 30, 1998 and 1999 to our chief executive officer, John C.
Homan. No other executive officer received a salary and bonus in excess of
$100,000 in this year.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
------------------- OTHER COMPENSATION
SALARY($) BONUS($) -----------------------------
------------------- ------------------- OTHER ANNUAL ALL OTHER
NAME AND POSITION 1998 1999 1998 1998 COMPENSATION COMPENSATION
- ----------------- ---- ---- ---- ---- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John C. Homan, Chief
executive officer......... -0- $108,000 -0- -0- -- $45,000
</TABLE>

The aggregate compensation paid to all persons who served in the capacity of
a director or executive officer during the fiscal years that ended
September 30, 1998 and 1999, 3 persons, was $17,800 and $192,000, respectively.

35
<PAGE>
OPTION GRANTS DURING THE YEARS
ENDED SEPTEMBER 30, 1998 AND 1999

<TABLE>
<CAPTION>
PERCENT OF TOTAL OPTIONS
-----------------------------------------------------------------------------
NUMBER OF
SECURITIES GRANTED TO
UNDERLYING OPTIONS EMPLOYEES IN
GRANTED FISCAL YEAR
----------------------- ----------------------- EXERCISE EXPIRATION
NAME 1998 1999 1998 1999 PRICE($/SH) DATE
- ---- -------- -------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
John C. Homan Chief executive
officer..................... 218,750 0 47.7% 0 $.86 April, 2008
</TABLE>

The aggregate number of options granted to all persons who served in the
capacity of a director or executive officer during the fiscal year that ended
September 30, 1998, 3 persons, was 277,083. In fiscal year 1999, we granted
83,333 options to Frank J. Seifert who is a consultant, a director and our
corporate secretary. These options and the shares underlying the options are
restricted as to exercise, voting rights and transferability, among other
things. Based on these restrictions management has valued these options at
$125,000. Mr. Homan's options granted during fiscal year ended September 30,
1998 were valued at $45,000.

The aggregate number of options granted to all officers and directors during
the fiscal year that ended September 30, 1998 was initially 1,177,084 options to
purchase 1,177,084 shares of common stock. In April 1999, all officers and
directors holding these options agreed to surrender a portion of their options.
During fiscal 1999 83,333 options granted to a former guarantor of certain of
the Company's debt were surrendered due to the release of the guarantor's
obligation. As of the date of this prospectus 458,332 options are outstanding,
374,999 of these options are fully vested. The remaining options vest
December 13, 2002.

EMPLOYMENT AGREEMENTS

On September 7, 1998, we entered into a three-year employment agreement with
John C. Homan agreeing to employ him as president and chief executive officer on
a full-time basis. On August 25, 1999, this employment agreement was amended.
The terms of Mr. Homan's employment agreement, as amended, provide for a base
salary for the fiscal year ended September 30, 1999 of $108,000 and a bonus,
within the discretion of our board of directors, that may be paid in cash or
common stock. The salary for each additional year is to be the greater of 125%
of Mr. Homan's base salary for the previous year or 75% of the previous year's
gross compensation. Mr. Homan's base salary for the current year is $108,000.

Mr. Homan's employment agreement provides that he is entitled to receive
employee benefits as are generally made available to our other employees, which
currently include paid health care insurance. Mr. Homan's employment agreement
also entitles him to have us furnish for his business use a full-size car at our
expense. Mr. Homan is entitled to receive a minimum of five weeks of paid
vacation for the first year of the agreement, increasing one week each year up
to a maximum of ten vacation weeks per year. Mr. Homan has the right under the
agreement to accrue vacation time for up to three years after which he is then
entitled to receive cash compensation at his then current rate of compensation
in lieu of taking any or all of his vacation time.

During the term of the employment agreement, and for one year after
termination, Mr. Homan has agreed not to compete with our laser vision
correction business in any manner. If terminated from his employment for cause,
Mr. Homan is not entitled to the benefits of his employment agreement.

We entered into a management continuity agreement with Mr. Homan on
September 7, 1998 that provides for Mr. Homan's continued employment in his
roles as president and chief executive officer for three years following a
change of control of us. The management continuity agreement becomes

36
<PAGE>
effective only if and when there is a change of control of us. Under this
agreement, Mr. Homan is entitled to the same authority or status, and he is
entitled to receive his base annual salary and annual bonus in amounts which
would equal the amounts he is entitled to receive under his employment
agreement. Mr. Homan is also entitled to receive the same or similar employee
benefits as he did under his employment agreement. The management continuation
agreement will automatically terminate on Mr. Homan's 70(th) birthday, his
death, the termination provisions in the agreement, or when all rights and
obligations under the agreement are satisfied.

If we were to terminate Mr. Homan without cause from the management
continuity agreement, we are obligated to pay him within 90 days of termination,
a lump sum cash payment equal to 300% of the sum of his highest annual base
salary prior to his termination, plus the highest value for his employee fringe
benefits, plus the highest bonus he received for any year during the three-year
period before termination. A similar lump sum cash payment is also required by
us within that same 90 day period for the value of Mr. Homan's employer
contributions made for his benefit during the last full fiscal year. If
Mr. Homan is terminated under this agreement without cause, his outstanding
unvested stock options immediately vest and become exercisable. If Mr. Homan is
terminated for cause as defined in the agreement, he is not entitled to any of
the above-described termination benefits.

CONSULTING AGREEMENTS

We entered into a consulting agreement with RB&A, LLC in which RB&A, LLC
agreed to provide us with long term strategic planning, management consulting
services, and marketing and finance expertise, in February 1998, and we amended
this agreement on August 25, 1999. The compensation as contemplated by the
February agreement for these services is $4,000 per month for a period of two
years ending February 2000. We defaulted in the payment of this monthly
consulting fee to RB&A, LLC immediately after entering into the agreement, but
remedied our default at the time we agreed to enter into the amended consulting
agreement.

In the August 25, 1999 amended consulting agreement, RB&A, LLC, agreed to
convert 416,667 options which had been granted to purchase 416,667 shares of
common stock into 20,000 shares of common stock, which were issued as of the
date of the amended consulting agreement. As part of the August 25, 1999
amendment, we agreed to pay a lump sum of $31,800 to RB&A, LLC for accrued and
unpaid monthly consulting fees of $76,000 and we agreed to pay additional
monthly consulting fees of $6,000 for four consecutive months beginning on
September 1, 1999. Instead of paying the $31,800 due to RB&A, LLC on
September 1, 1999, we amended our agreement on October 22, 1999 by agreeing to
deliver a demand promissory note in the amount of $43,800, which note now
accrues interest at 8% yearly on the unpaid balance, and which amount includes
all compensation due under all prior consulting agreements entered into with
RB&A, LLC.

Commencing on June 13, 1997, we entered into a series of four consulting
agreements with Dr. Howard Silverman, that provided for the payment for
consulting services provided to us by Dr. Silverman. Dr. Silverman, a retired
optometrist, provides information, planning, business and professional advice
relative to the services we provide in our vision correction centers. We
defaulted in the payment of approximately $90,000 in accrued consulting fees
that were due on a monthly basis to Dr. Silverman. Our obligations to
Dr. Silverman under the consulting agreement in the amount of $90,000 was
satisfied by our delivery to Dr. Silverman of our promissory note dated
September 30, 1999 in the amount of $90,000. Our promissory note accrues
interest at 9% yearly and is due March 1, 2001.

The first consulting agreement, dated June 13, 1997 provided for the payment
of a $5,000 per month consulting fee for a one-year period. The second
consulting agreement dated April 1, 1998 extended the term of the first
agreement, and provided for a monthly consulting fee to Dr. Silverman of $5,000
until March, 2001, and granted to Dr. Silverman an option to purchase 166,667
shares of our common stock at $.001 per share. In addition, and as a part of
Dr. Silverman's role with us, he agreed to guarantee some of our liabilities to
DVI Financial Services, Inc., which is a lease financing company

37
<PAGE>
that agreed to finance our acquisition of an excimer laser used in our
Albuquerque center. We defaulted in the terms of the first and second consulting
agreements with Dr. Silverman by not paying the monthly consulting fees.

The third consulting agreement dated December 1, 1998 extended the second
agreement and provided for increased compensation, which compensation is
currently in effect. The third agreement carries an initial term of three years,
and provides that Dr. Silverman will receive a monthly consulting fee of $8,500
and that all unpaid, but accrued consulting fees in the amount of $90,000, would
be paid to Dr. Silverman on or before July 31, 1999, which amount has not yet
been paid to Dr. Silverman. The December 1, 1998 consulting agreement
re-affirmed the grant to Dr. Silverman of an option to purchase 166,667 shares
of our common stock at $.001 per share, and that such shares are to be
registered by us with the Commission under the Securities Act on the first
registration statement that we file with the Commission after we complete a
public offering, or if not registered within six months after the date of the
agreement, then Dr. Silverman's shares are to be registered by us on Form S-8 as
permissible under the Securities Act. Dr. Silverman exercised this option and,
in so doing, purchased 166,667 shares of our common stock.

The fourth consulting agreement was entered into on August 30, 1999, and
amended the registration rights provisions covering Dr. Silverman's 166,667
options to purchase 166,667 shares of common stock. As amended, Dr. Silverman
has the right to demand registration covering his 166,667 shares of common stock
no later than six months after the completion of an initial public offering of
our securities.

On August 23, 1999, we entered into a three year consulting agreement with
one of our directors and corporate secretary, and then executive vice president,
Frank J. Seifert, who agreed to provide business advice, investment banking
services, and the development of business opportunities for us. Mr Seifert, who
originally became a director in April 1998, resigned as our executive
vice-president effective August 23, 1999. We amended Mr.Seifert's consulting
agreement by entering into an amended and restated consulting agreement dated
December 13, 1999, which was subsequently amended on December 23, 1999.
Mr. Seifert agreed to deliver an unconditional continuing guarantee in favor of
DVI Financial Services, Inc. with respect to the financing agreements entered
into between our Albuquerque, New Mexico subsidiary and DVI Financial
Services, Inc. for the financing of our excimer laser equipment used in the
Albuquerque center. Mr. Seifert's guarantee continues until the balance of the
financing for our excimer laser equipment is fully paid to DVI Financial
Services, Inc. The consulting agreement specifies that Mr. Seifert is an
independent contractor for us and will provide his consulting services as
requested and supervised by our board of directors.

The consulting agreement provides that we will use our best efforts to cause
Mr. Seifert to be a member of the board of directors so long as his guarantee is
in effect, and he is entitled to receive reimbursement for all reasonable costs
incurred for his attendance at directors' meetings. As compensation for his
consulting services, we have agreed to pay Mr. Seifert $60,000 per year payable
in monthly installments of $5,000 in advance. We agreed to commence making these
monthly payments retroactively from June 1, 1999. Mr. Seifert is also entitled
to receive the same non-cash benefits as our other regular employees, such as
healthcare insurance benefits. Mr. Seifert is entitled to receive discretionary
awards of incentive stock options under our 1998 incentive stock option plan, or
any successor plan.

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<PAGE>
$4.50 per share to the current exercise price of $6.15 per share. Mr. Seifert
received these options in connection with the delivery of his written guarantee
to DVI Financial Services, Inc. Mr. Seifert's shares underlying this option are
subject to piggyback registration rights which require us to register the 83,333
shares underlying the option under the Securities Act on the next registration
statement which we may file under the Securities Act after the completion of
this public offering, and if not registered within six months after the date of
the consulting agreement, then Mr. Seifert has the right to require us to
register his shares on Form S-8 under the Securities Act, no later than seven
months after the date of his consulting agreement. Our obligations to
Mr. Seifert under his consulting agreement are current.

1998 INCENTIVE STOCK OPTION PLAN

On April 13, 1998, we adopted an incentive stock option plan under which we
approved the reservation and issuance of up to 1,979,167 shares of our common
stock for issuance under the plan. As of the date of this prospectus, we have
granted 458,332 options which are outstanding and which permit the option
holders to purchase 458,332 shares of our common stock. Our plan allows us to
grant incentive and non-qualified options to our officers and key executives.
Incentive stock options granted under the plan will not have an exercise price
less than 100% of the fair market value of the shares at the time the options
are awarded. Non-qualified stock options granted under the plan will not have an
exercise price less than 85% of their fair market value at the time of the
grant. The compensation committee of our board of directors determines the terms
of each option grant. Our plan provides for grants of options with a term of up
to 10 years which may have a cashless exercise provision that allows the holders
of the options to exercise the options and tender payment for the option shares
by surrendering a number of shares of common stock whose value would equal the
cash required to exercise an additional number of shares. The compensation
committee will administer the stock option plan.

In 1998, we originally granted 1,635,416 options to purchase the same number
of shares of our common stock. In April 1999, four holders of our incentive
stock options granted under the plan agreed to surrender 1,177,084 of their
options in exchange for our agreement to pay the holders a total of $117,708,
which is to be paid in equal quarterly installments over the course of 10
quarters beginning with the quarter ending September 30, 1999. This surrender of
a part of our outstanding incentive stock options along with surrender from our
former guarantor results in outstanding incentive stock options to purchase
374,999 shares of our common stock held by our officers, employees, and
directors. As of the date of this prospectus, these 374,999 options are
outstanding and fully vested, all with an exercise price of $.86 per share of
common stock. The 83,333 options granted during fiscal 1999 vest on
December 13, 2002 and have an exercise price of $6.15 per share of common stock.
The weighted average remaining contractual life of the option grants exceeds
8.8 years.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our restated certificate of incorporation and our by-laws contain provisions
that eliminate the personal liability of our directors to us or our stockholders
for monetary damages for breach of their fiduciary duty as a director to the
fullest extent permitted by the Delaware General Corporation Law, except for
liability for:

- any breach of their duty of loyalty to us or our stockholders;

- acts or omissions not in good faith or which involve intentional;

- misconduct or a knowing violation of law;

- unlawful payments of dividends or unlawful stock repurchases or
redemptions;

- any act or omission occurring prior to March 1998; and

- any transaction from which the director derived an improper personal
benefit.

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Our restated certificate of incorporation and by-laws also contain
provisions that require us to indemnify our directors and permits us to
indemnify our incorporators, directors and officers to the fullest extent
permitted by Delaware law, including circumstances where indemnification would
be discretionary. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and persons controlling
us in connection with the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act, and
is unenforceable.

CERTAIN TRANSACTIONS

Mr. Homan, our president and chief executive officer, serves as president
and a director of TVLC Finance, Inc., a Nevada corporation. TVLC Finance is a
specialty finance company that provides patient financing and equipment leasing
to us at what we believe to be competitive rates to the market. TVLC Finance is
not a subsidiary or sister company of ours. In some cases, TVLC Finance provides
us with financing that may not be available to us from other sources.

TVLC Finance owns 96% of MTE/Triad, Inc., a Nevada corporation that has
provided equipment financing to our Albuquerque subsidiary. Mr. Homan is
president and a director of MTE/Triad and is indirectly the principal
shareholder of that company, owning 96% of its outstanding stock. Currently, the
only equipment financing in place through either TVLC Finance or
MTE/Triad, Inc. relates to the re-financing of our VISX excimer laser equipment
in our Albuquerque center. Originally, financing for the purchase of our excimer
laser in Albuquerque was provided by MTE/Triad through the syndication of a
private placement offering with doctors and optometrists in New Mexico, which
raised a total of $170,000. The remainder of the purchase price for our excimer
laser was financed by the manufacturer, VISX and through purchase money
financing provided by InterAmerica Bank in Albuquerque, New Mexico.

In October 1997, TVLC Finance provided $300,000 in additional financing
which was used to pay off the existing financing provided by VISX and
InterAmerica Bank. The refinancing provided by TVLC Finance resulted in an
assignment of the outstanding security interests to TVLC Finance. In
April 1998, DVI Financial, Inc., a specialty leasing company unaffiliated with
us, agreed to refinance the outstanding balance of the debt on our excimer laser
equipment. A portion of the original $300,000 financing from TVLC Finance was
used to acquire additional equipment used in our Albuquerque center. A balance
due to TVLC Finance of approximately $40,402 remained at the end of fiscal year
1999. A condition of this refinancing was TVLC Finance's assignment of its
existing security interest in the laser equipment to DVI Financial. At the time
of this refinancing arrangement, VISX agreed to subordinate its security
interest in the excimer laser in favor of DVI Financial, however, VISX retained
the right to disable or foreclose on the excimer laser system if we breach any
obligation in the VISX patent and software license covering the VISX excimer
laser.

By a promissory note we issued to TVLC Finance, Inc. on November 30, 1999,
we borrowed $150,000 from TVLC Finance, Inc., which accrues interest at the rate
of 13% yearly. Of this amount, $108,000 was received during November 1999 and
the remaining $42,000 was received in February 2000. All principal and interest
due under this note is due December 1, 2000. As a part of this transaction, we
arranged for one of our shareholders, Michael Thomas, to transfer a total of
9,378 shares of our common stock to the purchasers of the promissory notes
issued by TVLC Finance, Inc. As a result of this transfer we have recorded
financing costs of $84,402 which will be amortized over the life of the notes.
Mr. Thomas agreed to transfer 9,378 of his shares of our common stock to the two
purchasers of the promissory notes issued by TVLC Finance, Inc. as an
accommodation to us.

During the quarter that ended March 31, 2000, we agreed to sell to TVLC
Finance, Inc. $230,000 of our patient receivables in exchange for our receipt
during that same time of $230,000 from TVLC Finance, Inc. TVLC Finance, Inc. is
a company affiliated with us and is controlled by our chief

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<PAGE>
executive officer, John C Homan. TVLC Finance, Inc. now has the obligation to
seek collection of these patient receivables.

Presently, DVI Financial has outstanding financing of our VISX excimer laser
equipment in Albuquerque based on a 48 month loan and security agreement dated
March 17, 1998 which provides for 48 monthly payments of $9,088 that began
April 18, 1998 and continue for 48 successive months thereafter until the
balance is paid in full.

In settlement of a dispute between us and MTE/Triad regarding penalties for
unpaid interest due to MTE/Triad under our laser equipment lease dated July 1,
1997 that was owed by our Albuquerque subsidiary for the period July 1997
through April 1998, we agreed to issue 41,667 shares of our common stock to
MTE/Triad. MTE/Triad agreed to waive any further penalties, fees and interest
that were due from the non-payment of the interest due upon its receipt of the
shares, a $50,000 cash payment which was due and was paid on or about May 1,
1999, and a second cash payment of $120,000 is due on January 1, 2000. We
entered in to a mutual general release agreement effective as of April 15, 1999
which provided for payments to be made to MTE/Triad, Inc. by our subsidiary,
TrueVision Laser Center of Albuquerque, Inc., and the release of all other
liabilities arising under the laser equipment lease dated July 1, 1997 upon the
receipt of the payments. Payments which we are obligated to make under the terms
of the mutual release and settlement agreement are current.

We entered into a consulting agreement with Dr. Howard Silverman on
April 1, 1998, one of our principal shareholders. As part of the consideration
to us, Dr. Silverman agreed to execute and deliver an unconditional continuing
guarantee in favor of DVI Financial Services, Inc., which guarantee was a
financing requirement imposed on us by DVI Financial at the time that we
re-financed the VISX excimer laser equipment we use in our Albuquerque center.
Dr. Silverman's guarantee was delivered to DVI Financial as set forth in
subordination and financing agreements dated February 24, 1998. As a part of
Dr. Silverman's compensation under his April 1, 1998 consulting agreement, we
granted him an option to purchase 166,667 shares of common stock at an exercise
price of $.001 per share which was immediately exercised. We subsequently
defaulted on Dr. Silverman's April 1, 1998 consulting agreement by our failure
to pay the $5,000 monthly consulting fees provided for in the agreement.

We then amended our consulting agreement with Dr. Silverman, and in that
amended agreement, we agreed to increase Dr. Silverman's monthly consulting fee
to $8,500 beginning July 31, 1999. Dr. Silverman was also to receive a lump sum
payment of $90,000 as a consulting fee, but Dr. Silverman accepted a promissory
note dated September 30, 1999 in the amount of $90,000 rather than the lump sum
payment. Our promissory note to Dr. Silverman accrues interest at 9% yearly and
all principal and interest under the Note is due on March 1, 2001.
Dr. Silverman's amended consulting agreement dated December 1, 1998 states that
so long as his guarantee is in effect, we are obligated to engage him or his
designee as a nonvoting advisor to our board of directors. Dr. Silverman is
entitled to receive notices of and be invited to our board of directors'
meetings, and is entitled to receive reimbursement for reasonable out of pocket
costs associated with his attendance at our board of directors' meetings.
Furthermore, Dr. Silverman is entitled to receive the same compensation that we
may pay to other non-employee directors attending our board of directors'
meetings.

As partial consideration for Dr. Silverman's consulting services under the
December 1, 1998 agreement, we re-affirmed our grant of an option to
Dr. Silverman to purchase 166,667 shares of our common stock, at an exercise
price of $.001 per share. This option includes demand registration rights
covering the shares underlying the options, which obligates us to register
Dr. Silverman's shares of common stock in our next available registration
statement filed with the Commission, or if we do not file any registration
statement within six months after the completion of a public offering, then we
are required to facilitate registration of Dr. Silverman's shares of common
stock by registering his shares on Form S-8.

On February 23, 1998, we entered in to a stock purchase agreement and plan
of reorganization. When we entered in to this agreement, TrueVision Laser
Centers, Inc. owned 84% of the stock of our

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<PAGE>
subsidiary, TrueVision Laser Centers of Albuquerque, Inc. Through this
agreement, we purchased all of the outstanding stock of our subsidiary from
TrueVision Laser Centers, Inc. in exchange for 1,944,444 shares of our common
stock and 1,944,444 warrants to purchase an additional 1,944,444 shares of our
common stock. Our purchase of the outstanding stock of our subsidiary was
consummated on April 15, 1998. As a part of this agreement all of the warrants
issued in the reorganization expired without exercise on April 15, 1999.

As a part of our plan of reorganization, we granted to Wilber F. Noyes, our
then chief executive officer, a warrant to acquire 416,667 shares of our common
stock at an exercise price of $.86 per share. We subsequently defaulted on the
terms of Mr. Noyes' consulting agreement dated February 9, 1998 by not paying
him all monthly consulting fees when they were due, which totaled $76,000 as of
August 1999. In order to cure any defaults in Mr. Noyes' consulting agreement,
we amended Mr. Noyes' agreement effective August 25, 1999. In the amendment,
Mr. Noyes surrendered all of his 416,667 unexercised options to purchase 416,667
shares of our common stock in exchange for his receipt of 20,000 shares of our
common stock, our payment to him of lump sum compensation in the amount of
$31,800 and a consulting fee of $6,000 per month for four months following the
date of the amended consulting agreement. In an amendment to this agreement
dated October 22, 1999, Mr. Noyes agreed to accept our promissory note for the
$43,800 payment due to him.

On August 23, 1999, we entered into a three year consulting agreement with
one of our directors and our corporate secretary, Frank J. Seifert, who has
agreed to provide business advice, investment banking services, and the
development of business opportunities for us. As a part of his services,
Mr. Seifert agreed to deliver an unconditional continuing guarantee in favor of
DVI Financial Services, Inc. with respect to the financing agreements entered
into between our subsidiary and DVI Financial Services, Inc. for the financing
of our excimer laser equipment used in the Albuquerque center. Mr. Seifert's
guarantee continues in effect until the financing provided by DVI Financial
Services, Inc. for our excimer laser equipment is paid in full. The consulting
agreement specifies that Mr. Seifert is an independent contractor for us and
will provide his consulting services as requested and supervised by our board of
directors.

The consulting agreement provides that we will use our best efforts to cause
Mr. Seifert to be a member of the board of directors so long as his guarantee is
in effect, and he is entitled to receive reimbursement for all reasonable costs
incurred for his attendance at directors' meetings. As compensation for his
consulting services, we have agreed to pay Mr. Seifert $60,000 per year payable
in monthly installments of $5,000 in advance. We agreed to commence making these
monthly payments retroactively from June 1, 1999. Mr. Seifert is also entitled
to receive the same non-cash benefits as our other regular employees, such as
healthcare insurance benefits. Mr. Seifert is entitled to participate in
discretionary awards of incentive stock options under our 1998 Incentive Stock
Option Plan, or any successor plan.

As the consideration for Mr. Seifert's agreement to guarantee our
obligations to DVI Financial Services, Inc., the consulting agreement granted to
him an option to purchase 83,333 shares of our common stock at an exercise price
of $6.15 per share. This option was initially granted on December 13, 1999 by an
amendment to our August 23, 1999 option agreement which amendment provides that
Mr. Seifert's options are not exercisable for a period of 36 months from the
date of the option and his voting rights over the shares of our common stock he
receives upon exercise of the options are restricted for a period of two years
after Mr. Seifert exercises his options. An amendment to Mr. Seifert's option
agreement on December 23, 1999 increased the exercise price of his options from
$4.50 per share to the current exercise price of $6.15 per share. Mr. Seifert's
shares underlying this option are subject to demand registration rights which
require us to register the 83,333 shares underlying the option under the
Securities Act on the next registration statement which we may file under the
Securities Act after the completion of this public offering, and if not
registered within six months after the date of the consulting agreement, then
Mr. Seifert has the right to require us to register his shares on Form S-8 under
the Securities Act, no later than seven months after the date of his consulting

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<PAGE>
agreement. We are current with regards to our obligations to Mr. Seifert under
his consulting agreement.

On April 23, 1999, we entered into a five year capital lease agreement with
the New Mexico Eye Clinics, in which Dr. Donald E. Rodgers is a partner.
Dr. Rodgers is the medical director in our Albuquerque center. This lease
agreement provides for our lease from Dr. Rodgers of a microkeratome, which is
medical equipment used with our excimer laser. The lease provides that we are to
pay $1,250 per month to the New Mexico Eye Clinics on the value of the medical
equipment, which was established at $46,250. The financing costs on this capital
lease of 17.25% yearly plus the total amount of our lease payments over the
course of the five year lease, will require us to pay a total of $75,000 to the
New Mexico Eye Clinics for this leased equipment. The lease obligation is due in
April, 2004 and payment of the lease obligation is secured by a lien on a
portion of the excimer laser and related equipment.

On July 1, 1997, our Albuquerque subsidiary entered into an equipment lease
with MTE/ Triad, Inc. covering our lease of some medical equipment, including a
VISX excimer laser used in our Albuquerque center. This agreement provides that
our subsidiary was to pay monthly rental to MTE Triad, Inc. for the use of the
equipment at the rate of $7,600 per month for a term of five years. Our
subsidiary defaulted on the payment terms of this equipment lease when it failed
to pay all monthly rental payments, accrued interest and late penalties. As a
consequence of this default, our Albuquerque subsidiary entered into a mutual
general release agreement with MTE/Triad, Inc. and TrueVision Laser
Centers, Inc. on April 15, 1999 in full settlement of the default by our
subsidiary in the payment of interest and other payments in accordance with an
equipment lease. The effect of this mutual general release was that our
subsidiary admitted that it defaulted in the payment of interest and penalties
under the July 1, 1997 lease and agreed to remedy all defaults by the delivery
to MTE/Triad, Inc. of 41,667 shares of our common stock and the payment of
$50,000 on or about May 1, 1999 and an additional payment of $120,000 due on or
about January 1, 2000.

TVLC Finance, Inc., a separate company controlled by Mr. Homan, entered into
a financing arrangement with us that relates to some of the equipment used in
our Albuquerque center. We delivered a promissory note to TVLC Finance, Inc.
bearing interest at 16.5% with interest and principal payable in monthly
installments of approximately $1,475 per month. This note is secured by some of
our equipment and is due in full in September, 2002. As of September 30, 1999,
the principal balance we owed on this note was $40,402.

Mr. Homan also serves as president and a director of TrueVision Laser
Centers, Inc. From December 1995 to April 15, 1998, Mr. Homan developed laser
vision correction centers through his affiliattion with TrueVision Laser
Centers, Inc. Until April 15, 1998, TrueVision Laser Centers, Inc. held an 84%
ownership interest in TrueVision Albuquerque that was then acquired by us under
the agreement and plan of reorganization. As of the date of the agreement,
TrueVision Laser Centers, Inc. ceased operations. It is, however, precluded from
operating laser vision centers in competition with us.

We have advanced to Mr. Homan as of September 30, 1999, the sum of $62,006
for business expenses that he anticipated incurring during the previous fiscal
year. As of that date, Mr. Homan's advances were still due to us, but we have
not made any demand on Mr. Homan for the repayment of those advances. This
advance is non-interest bearing and the balance of the advances are due and
payable to us by Mr. Homan upon our demand, although Mr. Homan has agreed to
repay the balance due on these advances within 90 days after the date we
complete this public offering. We advanced TVLC Finance, Inc. and TrueVision
Laser Centers, Inc. a total of $13,601 as of September 30, 1999, for expenses
which those two companies agreed to pay on our behalf. These advances are due
back to us and are due and payable on our demand and are non-interest bearing.
We have not made a demand for repayment of these advances to either TVLC Finance
or TrueVision Laser Centers, Inc.

All future material affiliated transactions and loans will be made or
entered into on terms that are no less favorable to us than those that can be
obtained from unaffiliated third parties. All future material affiliated
transactions and loans, and any forgiveness of loans, will be approved by a
majority of our independent directors who do not have an interest in the
transaction and who have access, at our expense, to independent legal counsel.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of our common stock as of the date of this prospectus. The information
in this table provides the beneficial ownership for:

- each person known by us to be the beneficial owner of more than 5% of the
outstanding shares of our common stock;

- each of our directors and executive officers; and

- our executive officers and directors as a group.

Unless otherwise indicated, the address of each beneficial owner is the same
as our principal office location at 1720 Louisiana Boulevard, Suite 100,
Albuquerque, New Mexico 87110. Unless otherwise indicated, the individuals in
this table have sole voting and investment power with respect to all shares
shown as beneficially owned by them. Beneficial ownership is determined in
accordance with the rules and regulations of the Securities and Exchange
Commission.

The number of shares beneficially owned by a person and the percentage
ownership of that person includes shares of our common stock issuable upon
exercise of options and warrants held by that person, but not those held by any
other persons, that are currently exercisable or exercisable within 60 days from
the date of this prospectus.

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT BENEFICIALLY OWNED
BENEFICIALLY --------------------------------
NAMES AND ADDRESS OF BENEFICIAL OWNER OWNED BEFORE OFFERING AFTER OFFERING
- ------------------------------------- ----------------- --------------- --------------
<S> <C> <C> <C>
John C. Homan.............................. 885,417 34.7% 27.3%

Frank J. Seifert...........................
751 7th Ave. San Diego, CA 92101 350,000 15.0 11.6

Allison W. Evans........................... 132,407 5.5 4.3

Robert S. Helmer........................... -0- -0- -0-

C. Richard Hullihen........................ -0- -0- -0-

Howard Silverman........................... 391,667 16.8 12.9

TrueVision Laser Centers, Inc. ............
751 7th Avenue, Suite M
San Diego, CA 92101 654,370 28.1 21.6

Dr. Donald E. Rodgers...................... 83,333 3.5 2.7

All directors and executive officers as a
group (6 persons)........................ 1,451,157 52.3% 41.8%
</TABLE>

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

The number of shares beneficially owned in the preceding table is adjusted
by the following:

The number of shares beneficially owned by Mr. Homan includes 218,750
fully-vested options, which expire in April 2008, and that are exercisable at
$.86 per share, and 41,667 shares of our common stock held by MTE/Triad, Inc.,
which is under the investment control of Mr. Homan. Mr. Homan is the chief
executive officer and the sole director of MTE/Triad, Inc. No other of our
officers or directors have any ownership or control of MTE/Triad, Inc. The table
does not include the 654,370 shares of our common stock that Mr. Homan has
investment control over in his capacity as the chief executive officer of
TrueVision Laser Centers, Inc. Mr. Homan is the chief executive officer and one
of three directors of TrueVision Laser Centers, Inc. The other two directors of
TrueVision Laser Centers, Inc. are Frank J. Seifert, one of our consultants and
a principal shareholder, and Gary A. Rasmussen.

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Mr. Homan, Mr. Seifert and Allison W. Evans, our chief financial officer, are
all shareholders of TrueVision Laser Centers, Inc.

The number of shares beneficially owned by Mr. Seifert does not include
64,257 shares held by TrueVision Laser Centers, Inc. in which Mr. Seifert is a
director, but over which he has no investment control. The number of shares also
does not include Mr. Seifert's 83,333 options that do not vest until
December 2002.

The number of shares beneficially owned by Ms. Evans includes 58,333
fully-vested options, which expire in January 2009, and that are exercisable at
$.86 per share, but does not include 4,796 shares held by TrueVision Laser
Centers, Inc. in which Ms. Evans is a shareholder, but over which she has no
investment control.

The number of shares beneficially owned by Dr. Rodgers includes 83,333
fully-vested options, which expire in April 2008, and that are exercisable at
$.86 per share.

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DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of (a) 100,000,000 shares of common
stock, $.001 par value per share and (b) 10,000,000 shares of preferred stock,
$.001 par value per share, the rights and preferences of which may be
established from time to time by our board of directors.

As of May 3, 2000, there were 2,329,558 shares of our common stock issued
and outstanding, and no shares of our preferred stock outstanding.

The description of our securities are summaries and do not contain all the
information that may be important to you. For more complete information, you
should read our certificate of incorporation and all amendments, and the form of
promissory note and warrants issued by us in April through September 1999, which
are all filed as exhibits to the registration statement of which this prospectus
forms a part.

COMMON STOCK

Holders of our common stock are entitled to one vote for each share on all
matters submitted to a vote of stockholders and there are no cumulative voting
rights. Accordingly, holders of a majority of the shares of our common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock are entitled to receive ratably
such dividends, if any, as may be declared by our board of directors out of
funds legally available, subject to any preferential dividend rights of any
outstanding shares of preferred stock. Upon the liquidation, dissolution or
winding up of us, holders of our common stock are entitled to share in our
assets remaining after the payment of all liabilities and liquidation
preferences on any outstanding shares of preferred stock. Holders of our common
stock have no:

- preemptive,

- subscription,

- redemption or

- conversion rights, and there are no redemption or sinking fund provisions
applicable to our common stock. All outstanding shares of common stock
are, and the shares offered by us in this offering will be, when issued
and paid for, duly authorized, validly issued, fully paid and
non-assessable. The rights, preferences and privileges of holders of our
common stock are subject to, and may be adversely affected by, the rights
of the holders of shares of any series of preferred stock that we may
designate and issue in the future.

PREFERRED STOCK

Our board of directors has the authority, without stockholder approval, to
issue up to an aggregate of 10,000,000 shares of preferred stock, in one or more
series. The board may fix the rights, preferences, privileges and restrictions
of the shares of each series, including dividend rights, conversion rights,
voting rights, terms of redemption and liquidation preferences, and to fix the
number of shares constituting any series and the designations of these series.
These shares may have rights senior to our common stock. The issuance of
preferred stock may have the effect of delaying or preventing a change of
control of us. The issuance of preferred stock could decrease the amount of
earnings and assets available for distribution to the holders of our common
stock or could adversely affect the rights and powers, including voting rights,
of the holders of our common stock. We have no present plans to issue any shares
of preferred stock.

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REDEEMABLE COMMON STOCK PURCHASE WARRANTS

GENERALLY. Each warrant entitles the registered holder to purchase, at any
time commencing 12 months after the date of this prospectus until 60 months
after the date of this prospectus, one share of common stock at a price equal to
$10.80.

REDEMPTION PROVISIONS. Commencing 12 months after the date of this
prospectus, we may redeem the warrants, in whole but not in part, at $.05 per
warrant on 30 days' prior written notice. The warrants may only be redeemed if
the average closing sale price of our common stock as reported on the
Over-the-Counter Electronic Bulletin Board equals or exceeds $18.00 for any 20
trading days within a period of 30 consecutive trading days ending on the fifth
trading day prior to the date of notice of redemption. Since we have the right
to redeem the warrants under these circumstances, this may impact a decision as
to if and when to exercise the warrants. If we decide to redeem the warrants,
holders will loose their rights to purchase the underlying shares of common
stock unless the warrant is exercised before we redeem them. The holder of any
warrant may exercise the warrant by surrendering the certificate representing
the warrant to the warrant agent, with the subscription form properly completed
and executed, together with payment of the exercise price. No fractional shares
will be issued upon the exercise of the warrants. The exercise price of the
warrants bears no relationship to any objective criteria of value and should in
no event be regarded as an indication of any future market price of the
securities offered in this offering.

ADJUSTMENTS. The exercise price of the warrants and the number of shares of
common stock that may be issued upon the exercise of the warrants will be
adjusted upon the occurrence of specific events, including stock dividends,
stock splits, combinations or reclassifications of the common stock.
Additionally, an adjustment would be made in the case of a reclassification or
exchange of common stock, consolidation or merger of us with or into another
corporation, other than a consolidation or merger in which we are the surviving
corporation, or sale of all or substantially all of our assets, in order to
enable warrant holders to acquire the kind and number of shares of stock or
other securities or property receivable in such event by a holder of the number
of the number of shares of common stock that might otherwise have been purchased
upon the exercise of the warrant.

TRANSFER, EXCHANGE AND EXERCISE. The warrants are in registered form and
may be presented to the warrant agent for transfer, exchange or exercise at any
time on or prior to their expiration date, at which time they will be void and
have no value. The warrants may not be exercised until 12 months after the date
of this prospectus. If a market for the warrants develops, the holder may sell
the warrants instead of exercising them. There can be no assurance, however,
that a market for the warrants will develop or, if developed, will continue.

MODIFICATION OF WARRANTS. We and the warrant agent may make such
modifications to the warrants as we deem necessary and desirable that do not
adversely affect the interests of the warrant holders. We may, in our sole
discretion, lower the exercise price of the warrants for a period of no less
than 30 days on not less than 30 days' prior written notice to the warrant
holders and the representative. Modification of the number of securities
purchasable upon the exercise of any warrant, the exercise price, other than as
provided in the preceding sentence, and the expiration date with respect to any
warrant requires the consent of at least two-thirds of the warrant holders.

The redeemable common stock purchase warrants included in the units offered
by this prospectus are not exercisable unless, at the time of exercise, we have
a current prospectus covering the shares of common stock issuable upon exercise
of the warrants, and the shares have been registered, qualified or deemed to be
exempt under the securities laws of the state of residence of the exercising
holder of the warrants. Although we have agreed to use our best efforts to keep
a registration statement covering the shares of common stock issuable upon the
exercise of the warrants effective for the term of the warrants, if we fail to
do so for any reason, the warrants may be deprived of value.

47
<PAGE>
The common stock and warrants included in the units offered by this
prospectus are detachable and separately transferable 30 days following
completion of this offering. Purchasers may buy warrants in the aftermarket or
may move to jurisdictions in which the shares underlying the warrants are not so
registered or qualified during the period that the warrants are exercisable. In
that event, we would be unable to issue shares to those holders desiring to
exercise their warrants, and these holders would have no choice but to attempt
to sell the warrants in a jurisdiction where a sale is permissible or allow the
warrants to expire unexercised.

PROMISSORY NOTES

We sold $1,250,000 in the aggregate principal amount of 13% promissory notes
due April 15, 2000 from April through September 1999 in a private placement.
$700,000 of the aggregate amount of the private placement was sold to investors
that received 350,000 common stock purchase warrants. $550,000 of the aggregate
amount of the private placement was sold to subscribers that received no
warrants, but received a total of 34,384 shares of our common stock.

The promissory notes are unsecured and represent a general debt obligation
of ours, and, are subordinate to any existing senior indebtedness we have
outstanding. Each promissory note bears interest from the date of issuance at a
rate of 13% yearly. Interest is payable on the earlier of April 15, 2000 or the
closing of an initial public offering of our securities. Payment of principal
and accrued interest will be paid directly to the person in whose name the
promissory note is registered on the note register maintained by us. We issued
the promissory notes in denominations of $5,000 units, with each $5,000 note
including 2,500 common stock purchase warrants entitling the warrant holder to
purchase 2,500 shares of our common stock at an exercise price of $8.40 per
share. All noteholders that purchased notes in our private placement in August
and September 1999 received an aggregate of 34,384 shares of our common stock
instead of receiving warrants to purchase our common stock. Holders may transfer
the notes by surrendering them for transfer at the office of our registrar,
together with such written instrument of transfer as we may require, including
without limitation, an opinion of counsel, satisfactory to us, provided at the
cost of the transferring holder.

We may redeem the promissory notes at our option, at any time, in whole or
in part, without penalty. If we elect to redeem less than all of the promissory
notes, we will select which promissory notes to redeem, using such method as we
determine is fair and appropriate. The notes describe events of default in the
event that we fail to pay the principal and interest when due, failure to
perform any other covenants for 60 days after written notice specifying the
default and allowing us to remedy the default, if we file bankruptcy or
insolvency proceedings, or enter into a reorganization. Our rights and
obligations and the rights of the note holders may be modified under some
circumstances. In addition, the holders of not less than seventy-five percent,
75%, in aggregate principal amount of outstanding notes may consent to a
postponement of any interest payment for a period not exceeding three years from
its due date.

During the time the notes remain outstanding, we can not declare or pay any
cash dividends or dividends in kind on our shares of common stock other than
dividends payable solely in shares of our common stock.

We have $1,250,000 in 13% promissory notes that were originally due
April 15, 2000. Although we are attempting to make arrangements for each of the
holders of these notes to extend the maturity date on the notes to June 1, 2000,
we can give no assurances that all or any note holders will agree to this
extension. As of May 4, 2000 we have received 25 extensions on 36 of the
promissory notes that were due April 15, 2000. If the remaining holders of the
notes do not agree to extend the maturity date of their notes to June 1, 2000,
our liquidity, capital resources and financial condition may be adversely
effected.

In November 1999, we sold a promissory note due December 1, 2000 in the
principal amount of $150,000 and which accrue interest at 13% yearly until the
note is due. Of this amount, $108,000 was

48
<PAGE>
received during November 1999 and the remaining $42,000 was received in February
2000. Our note was sold to TVLC Finance, Inc., which in turn sold two promissory
notes in the principal amount of $150,000 that also accrues interest 13% yearly.
As a part of this transaction, one of our shareholders, Michael Thomas, agreed
to transfer 9,378 shares of our common stock to the purchasers of the TVLC
Finance, Inc. notes as an accommodation to us.

WARRANTS

With respect to the first $700,000 aggregate amount of promissory notes
purchased in our private placement, we issued to each $5,000 promissory
noteholder 2,500 common stock purchase warrants entitling holders to purchase up
to 2,500 shares of our common stock at a price of $8.40 per share. We issued a
total of 350,000 warrants in our private placement, entitling the warrant
holders to purchase an aggregate of 350,000 shares of our common stock. The
warrants may be exercised in full or in part on or before April 15, 2004, but
can not be exercised for 12 months following their date of issuance. These
warrants may only be exercised upon payment in cash, and upon payment of the
exercise price, the holder of a warrant will receive one share of common stock
for each warrant exercised. The warrants include features for adjustment in the
event of a common stock split, stock dividend, reverse common stock split,
merger, consolidation or other similar change in our capital structure.

Holders of the warrants have no voting rights until such time as the
warrants are exercised and our underlying common stock is issued to the holder.
Upon the issuance of our common stock to the holders of the warrants, the
holders shall have the same rights as any other shareholder owning our common
stock.

THE REPRESENTATIVE'S WARRANTS

We have agreed to issue to the representative and/or its designees, at the
closing of this offering, for a total of $5.00, 35,000 five year warrants
exercisable to purchase an aggregate of 70,000 shares of common stock and/or
70,000 redeemable common stock purchase warrants. The representative's warrants
are exercisable at any time during a period of four years commencing at the
beginning of the second year after their issuance an exercise price of $13.05
per share of common stock and $0.07 per redeemable common stock purchase
warrant. The shares of common stock, redeemable warrants and shares of common
stock underlying the redeemable warrants issuable upon exercise of the
representative's warrants are identical to those offered to the public and the
securities underlying the representatives warrants are being registered in this
offering. The representative's warrants contain anti-dilution provisions
providing for adjustment of the number of securities issuable upon the exercise
of the warrants under specific circumstances, including stock dividends, stock
splits, mergers, acquisitions and recapitalizations. The holders of the
representative's warrants will have no voting, dividend or other stockholder
rights solely for being a holder of the warrants.

For a period of five years after the completion of our initial public
offering, the holders of the representative's warrants and/or the shares of
common stock underlying the representative's warrants have piggyback
registration rights covering the underlying shares, at our expense, except as to
fees and expenses of the holders' counsel and selling commissions applicable to
those shares. In addition, for a five year period from the completion of our
initial public offering, upon demand by the holders of at least a majority of
the representative's warrants or of the underlying shares, the holders of the
representative's warrants and of the underlying shares, have a right to demand a
one time registration of the shares of common stock underlying the
representative's warrants. The cost of these registrations are at our expense,
except as to fees and expenses of the holders' counsel and selling commissions
applicable to the warrants and the shares.

49
<PAGE>
OPTIONS FROM OUR 1998 STOCK OPTION PLAN

Several of our officers and directors were previously granted incentive
options to purchase our common stock from our 1998 stock option plan. There are
currently 374,999 fully-vested options outstanding entitling the holders to
purchase 374,999 shares of our common stock at an exercise price of $.86 per
share and 83,333 options outstanding that vest in December 2002 entitling the
holder to purchase 83,333 shares of our common stock at an exercise price $6.15
per share. All outstanding incentive stock options expire 10 years from the date
of grant, which means that our outstanding options will expire between
April 16, 2008 and December 2009. The incentive stock options granted under the
1998 stock option plan permit a cashless exercise of the options, which means
the holder may exercise the options and tender payment for the option shares by
surrendering a number of shares of common stock whose value would equal the cash
required to exercise an additional number of options.

REGISTRATION RIGHTS

We are obligated to register the shares of common stock issuable upon
exercise of the warrants and the shares of common stock issued to the promissory
note holders in our private placement in registration statements filed with the
Securities and Exchange Commission after we become a public company through this
offering. The shares are entitled to one-time piggyback registration rights on
the first registration statement filed by us after we become a public company.
We are also obligated to provide a one-time demand registration covering the
warrant shares if we do not file a registration statement covering the shares
before December 31, 1999. Registration rights are subject to cutbacks that may
be imposed by the underwriters involved in our registrations.

If we file a registration statement as a result of the piggyback or demand
registration rights given to the holders of these warrants, we may register our
shares of common stock in a single registration statement to cover all of our
warrant holders' registration rights. The holders of our common stock then shall
be entitled to sell our common stock simultaneously with and upon the terms and
conditions as the securities sold for our own account sold under the
registration statement, subject to limitations that may be reasonably imposed by
the underwriter, receipt of minimum proceeds, and other terms of the
registration rights provisions of the warrant and the registration statement.

The holders of 458,332 of our outstanding incentive and non-qualified stock
options granted under the 1998 stock option plan, also were granted registration
rights consistent with the above described piggyback registration rights,
entitling them to register 458,332 shares of our common stock underlying their
incentive and non-qualified stock options.

The holders of the representative's warrants will also have demand and
piggyback registration rights.

TRANSFER AGENT AND REGISTRAR

We have made application to appoint Continental Stock Transfer & Trust
Company, New York, New York as our transfer agent, warrant agent, and registrar.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for any of our
securities and there can be no assurance that a significant public market for
any of our securities will be developed or sustained after this offering. Sales
of substantial amounts of our common stock in the public market after this
offering, or the possibility of those sales occurring could adversely affect the
prevailing market price for our securities and our ability to raise equity
capital in the future.

Upon completion of this offering, there will be 3,029,558 shares of our
common stock outstanding, assuming no exercise of the underwriter's
over-allotment option or any exercise of the redeemable

50
<PAGE>

common stock purchase warrants. The 700,000 shares of common stock included in
the units being offered by this prospectus will be freely tradable without
restriction under the Securities Act, unless purchased by an affiliate of ours,
as that term is defined under the rules and regulations of the Securities Act,
which will be subject to the resale limitations of Rule 144 under the Securities
Act.

The remaining 2,329,558 shares of our common stock are considered
"restricted securities" as defined in Rule 144. These shares were issued in
private transactions and have not been registered under the Securities Act and
may not be sold unless registered under the Securities Act or sold under an
exemption from registration, such as the exemption provided by Rule 144.

In general, under Rule 144, beginning 90 days after the completion of this
offering, a person, or persons whose shares are aggregated, who has beneficially
owned restricted shares for at least one year, including the holding period of
any prior owner who is not an affiliate of ours, would be entitled to sell
within any three-month period, a number of shares that does not exceed the
greater of:

- one percent, or approximately 30,295 shares following this offering, of
the number of shares of our common stock then outstanding; or

- the average weekly trading volume of our common stock during the four
calendar weeks preceding the sale.

Sales under Rule 144 are also subject to manner of sale provisions, notice
requirements and to the availability of current public information about us.

Under Rule 144(k), a person who is not deemed to have been an affiliate of
ours at any time during the 90 days preceding a sale, and who has beneficially
owned the shares for at least two years, including the holding period of any
prior owner who is not an affiliate of ours, would be entitled to sell those
shares under Rule 144(k) without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144.

Beginning 90 days after the completion of this offering, shares of common
stock issuable upon exercise of options granted by us prior to the effective
date of the registration statement will be eligible for sale in the public
market under the terms of Rule 701 under the Securities Act, subject to the
lock-up agreements described below. In general, Rule 701 permits resales of
shares issued under compensatory benefit plans commencing 90 days after the
issuer becomes subject to the reporting requirements of the Securities Exchange
Act in reliance upon Rule 144, but without compliance with restrictions,
including the holding period requirements, contained in Rule 144.

Holders of 350,000 common stock purchase warrants to purchase an aggregate
of 350,000 shares of our common stock have piggyback and demand registration
rights with regard to the shares issuable upon exercise of these warrants.
Additionally, holders of 34,384 shares of our common stock issued in connection
with our August and September 1999 private placement have piggyback and demand
registration rights. Additionally, holders of 458,332 options to purchase an
aggregate of 458,332 shares of our common stock have piggyback and demand
registration rights with regard to the shares underlying those options. These
option and warrant holders could require us to register the shares issuable upon
exercise of the warrants and options and such shares would then be freely
tradable, subject to the lock-up agreements described below. All of our
securityholders have waived their registration rights with respect to this
offering.

We and all of our existing stockholders, except our shareholders that
received 34,384 shares of our common stock in our private placement in August
and September 1999, our executive officers and directors, have agreed that, for
a period of 12 months from the completion of this offering, we and they will
not, without the prior written consent of Kashner Davidson Securities
Corporation:

- offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase or otherwise transfer or dispose of, directly or
indirectly, any shares of our common stock or any securities convertible
into or exercisable or exchangeable for our common stock.

Our shareholders that received the 34,384 shares of common stock in our
private placement agreed to this same resale limitation for a period of six
months.

51
<PAGE>
UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the form
of which is filed as an exhibit to the registration statement filed with the
Commission of which this prospectus is a part, the underwriters named below,
have agreed through Kashner Davidson Securities Corporation as the
representative of the underwriters, to purchase from us, and we have agreed to
sell to the underwriters, the aggregate number of units set forth opposite their
respective names:

<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF UNITS
- ------------ ---------------
<S> <C>
Kashner Davidson Securities Corporation...................
Dirks & Company, Inc......................................
-------
Total............................................... 350,000
=======
</TABLE>

The underwriting agreement provides that the obligations of the several
underwriters under that agreement depend on various conditions, including;

- the absence of any material adverse change in our business;

- the absence of any event that has materially disrupted or in the
representative's opinion will in the immediate future materially adversely
disrupt the financial markets;

- the absence of our default under any of our agreements or contracts;

- the continued truth of the statements made in this prospectus;

- the absence of any event that in the representative's opinion that would
make it inadvisable to proceed with this offering, and

- the receipt of certificates, opinions and letters from us, our counsel and
our independent public accountants.

This section contains the material conditions upon which the underwriting
agreement depends, although we direct you to the underwriting agreement, the
form of which is filed in an exhibit to the registration statement, of which
this prospectus forms a part for a complete list of the conditions of the
underwriters' obligations.

The underwriters are committed to take and to pay for all of the units
offered by this prospectus, if any are purchased. In the event of a default by
any of the underwriters, the purchase commitments of the non-defaulting
underwriters may be increased or the underwriting agreement may be terminated.

The underwriters will offer the units to the public at the public offering
price set forth on the cover page of this prospectus. The underwriters may allow
some dealers concessions of not more than $ per unit. The underwriters also
may allow, and those dealers may re-allow, a concession of not more than
$ per unit to some other dealers. The public offering price, concessions, and
re-allowances may be changed after the completion of this offering.

We have granted to the underwriters an option, exercisable within 45 days
after the effective date of the registration agreement, to purchase up to an
additional 105,000 shares of common stock and/or 105,000 redeemable common stock
purchase warrants at the initial public offering price less the underwriting
discounts and non-accountable expenses allowance. The underwriters may exercise
this option only to cover over-allotments, if any. If any shares and/or warrants
are purchased in connection with this option, the underwriters will purchase the
shares and/or warrants in approximately the same proportion as set forth above.

We have agreed to indemnify the underwriters and their controlling persons
against some liabilities, as more fully set forth in the underwriting agreement,
including liabilities under the Securities Act, and to contribute to payments
the underwriters and their controlling persons may be required to make.

52
<PAGE>
We have also agreed to pay to the representative, a non-accountable expense
allowance equal to three percent of the gross proceeds of this offering, $25,000
of which has been paid to date.

We have also agreed to pay all expenses in connection with qualifying the
securities under the laws of those states that the representative may designate,
including fees and expenses of counsel retained for these purposes by the
representative, and the costs and expenses in connection with qualifying the
offering with the National Association of Securities Dealers, Inc.

The representative of the underwriters has informed us that the underwriters
do not expect sales of the units offered by this prospectus to be made to
discretionary accounts to exceed five percent of the total number of units
offered.

Our shareholders that received the 34,384 shares of common stock in our
private placement agreed to this same resale limitation for a period of six
months.

We have agreed to issue and sell to the representative of the underwriters
and/or its designees, for nominal consideration, 35,000 five-year warrants to
purchase in the aggregate, 70,000 shares of our common stock and/or 70,000
redeemable common stock purchase warrants. The representative's warrants are
exercisable on a cashless basis for a period of four years commencing one-year
after the date of issuance at a price equal to $13.05 per share of common stock
and $0.07 per redeemable common stock purchase warrant. The representative's
warrants contain anti-dilution provisions providing for adjustments of the
exercise price and the number of shares issuable upon exercise, upon the
occurrence of specific events, including stock dividends, stock splits, and
recapitalizations. The representative's warrants contain demand and piggyback
registration rights relating to the shares of common stock issuable upon
exercise of these warrants. For the life of the representative's warrants, the
representative will have the opportunity to profit from a rise in the market
price of our shares of common stock. The representative's warrants are
restricted from sale, transfer, assignment or hypothecation for the one year
period from the date of this prospectus, except to officers or partners of the
underwriters and members of the selling group and/or their officers or partners.

We have agreed to grant the representative a right of first refusal for a
period of three years after the completion of this offering for any sale of
securities made by us or any of our subsidiaries.

We have agreed that for five years from the completion of this offering, the
representative may designate one person for election to our board of directors.
In the event that the representative elects not to exercise this right, then it
may designate one person to attend all meetings of our board of directors. The
representative has not yet exercised this right to designate this person. We
have agreed to reimburse the representative's designee for all out-of-pocket
expenses incurred in connection with the designee's attendance at meetings of
our board of directors. As a result of our agreements with the representative of
the underwriters, the representative will continue to have influence over us
following the completion of this offering.

Prior to this offering, there has been no public market for any of our
securities. The initial public offering price of the units offered by this
prospectus and the terms of redeemable common stock purchase warrants will be
determined by negotiations between the representative and us. Among the factors
considered in determining the price include:

53
<PAGE>
- prevailing market conditions,

- the history of and the prospects for the industry in which we compete,

- an assessment of our management,

- our prospects, and

- our capital structure.

The offering price does not necessarily bear any relationship to our assets,
results of operations or net worth. There can be no assurance that an active
trading market will develop for any of the securities offered by this
prospectus, or that such securities will trade in the public market at or above
the initial public offering price.

The representative, on behalf of the underwriters, may engage in:

- over-allotments,

- stabilizing transactions,

- syndicate covering transactions and

- penalty bids. An over-allotment involves syndicate sales in excess of this
offering size, which creates a syndicate short position. Stabilizing
transactions permit bids to purchase the shares of common stock and/or
warrants being offered so long as the stabilizing bids do not exceed a
specified maximum. Syndicate covering transactions involve purchases of
the shares of common stock in the open market after the distribution has
been completed in order to cover syndicate short positions. Penalty bids
permit the representative to reclaim a selling concession from a syndicate
member when the shares of common stock and warrants originally sold by the
syndicate member are purchased in a syndicate covering transaction and
penalty bids may cause the price of the shares of common stock to be
higher than it would otherwise be in the absence of such transactions.
These transactions may be commenced and may be discontinued at any time.
In addition, the underwriters may engage in passive market making
transactions in our securities in accordance with Rule 103 of
Regulation M. Neither we nor the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the securities
offered by this prospectus.

Certain persons participating in this offering may engage in transactions
that stabilize, maintain or otherwise affect the price of our securities offered
in this prospectus. These actions include purchasing the securities to cover
some or all of a short position of any of the securities maintained by the
representative and the imposition of penalty bids.

In April 2000, we agreed to change our underwriter for this offering to
Kashner Davidson Securities Corporation, Sarasota, Florida. This change was due
primarily to the fact that our former underwriter was prohibited from
underwriting our securities as a result of our inability to list our securities
for trading on a national securities exchange. Our current underwriter has no
similar restriction and has agreed to conduct the underwriting on the same terms
and conditions as our former underwriter.

LEGAL MATTERS

The validity of the shares of common stock and the redeemable common stock
purchase warrants being offered by this prospectus will be passed upon for us by
Gregory Bartko, Esq., of the Law Offices of Gregory Bartko, Atlanta, Georgia,
our legal counsel. Sichenzia, Ross & Friedman, LLP, New York, New York is
representing the underwriters. Orrick, Herrington & Sutcliffe, LLP, New York,
New York has acted as special counsel to the underwriters.

EXPERTS

Our financial statements as of September 30, 1998 and 1999 and for the years
ended September 30, 1998 and 1999 included in this prospectus have been so
included in reliance on the report of Pannell Kerr Forster, Certified Public
Accountants, A Professional Corporation, San Diego, California, independent
auditors, given on the authority of such firm as experts in auditing and
accounting.

54
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

TABLE OF CONTENTS

<TABLE>
<S> <C>
INDEPENDENT AUDITOR'S REPORT................................ F-2

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of September 30, 1998 and
1999.................................................... F-3

Consolidated Statements of Operations for the years ended
September 30, 1998
and 1999................................................ F-4

Consolidated Statements of Changes in Shareholders'
Deficit for the years ended September 30, 1998 and
1999.................................................... F-5

Consolidated Statements of Cash Flows for the years ended
September 30, 1998 and 1999............................. F-6-F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.................. F-8-F-25

HISTORICAL FINANCIAL DATA

Consolidated Balance Sheets............................... F-26

Unaudited Consolidated Statements of Operations........... F-27

Unaudited Consolidated Statements of Cash Flows........... F-28

NOTES TO UNAUDITED HISTORICAL FINANCIAL DATA................ F-29
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
TrueVision International, Inc.
San Diego, California

We have audited the consolidated balance sheets of TrueVision
International, Inc. and Subsidiaries (the "Company") as of September 30, 1998
and 1999, and the related consolidated statements of operations, changes in
shareholders' deficit, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of TrueVision
International, Inc. and Subsidiaries as of September 30, 1998 and 1999, and the
consolidated results of their operations and their cash flows for the years then
ended, 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 1 to the consolidated financial statements, the Company has suffered
recurring losses, has limited capital resources and a working capital deficit.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

<TABLE>
<S> <C>
San Diego, California PANNELL KERR FORSTER
November 17, 1999 (except for Certified Public Accountants
notes 11, 12 and 15 as to which A Professional Corporation
the date is December 13, 1999)
</TABLE>

F-2
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 1998 AND 1999

<TABLE>
<CAPTION>
1998 1999
---------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 2,176 $ 1,495
Accounts receivable, net of allowance for doubtful
accounts of $24,833 and $30,629 at September 30, 1998
and 1999, respectively.................................. 59,353 261,156
Inventory................................................. 520 19,240
Deposits and prepaid expenses............................. -- 162,104
Due from related parties.................................. 30,119 75,607
Deferred offering costs................................... -- 217,499
Deferred financing costs, net of accumulated amortization
of $86,275.............................................. -- 376,581
---------- -----------
Total current assets.................................. 92,168 1,113,682
---------- -----------
NONCURRENT ASSETS:
Property and equipment, net of accumulated depreciation... 388,157 519,970
Deposits and prepaid expenses............................. -- 178,874
Deferred compensation..................................... -- 125,000
Logo design, net of accumulated depreciation of $2,200.... -- 19,800
---------- -----------
Total noncurrent assets................................... 388,157 843,644
---------- -----------
Total assets.......................................... $ 480,325 $ 1,957,326
========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Bank overdraft............................................ $ 7,732 $ 116,319
Accounts payable and accrued liabilities.................. 120,880 280,463
Sales tax payable......................................... 148,377 218,171
Due to related parties.................................... 224,474 187,761
Short-term debt........................................... -- 1,250,000
Current portion of long-term debt......................... 77,675 86,818
Current portion of capital lease obligations to related
parties................................................. 63,998 81,956
Current portion of notes payable to related parties....... 9,918 52,219
---------- -----------
Total current liabilities............................. 653,054 2,273,707
---------- -----------
LONG-TERM LIABILITIES:
Due to related parties.................................... -- 70,625
Long-term debt, net of current maturities................. 236,709 157,514
Capital lease obligations to related parties.............. 134,940 99,875
Notes payable to related parties.......................... 41,663 121,983
---------- -----------
Total long-term liabilities........................... 413,312 449,997
---------- -----------
Total liabilities..................................... 1,066,366 2,723,704
---------- -----------
Commitments and contingencies (Note 11)

SHAREHOLDERS' DEFICIT:
Preferred stock, $.001 par value, 10,000,000 shares
authorized; none issued and outstanding................. -- --
Common stock, $.001 par value, 100,000,000 shares
authorized; issued and outstanding: 2,233,507 and
2,329,558 shares at September 30, 1998 and 1999,
respectively............................................ 2,234 2,330
Additional paid-in capital................................ 205,183 867,443
Accumulated deficit....................................... (793,458) (1,636,151)
---------- -----------
Total shareholders' deficit........................... (586,041) (766,378)
---------- -----------
Total liabilities and shareholders' deficit........... $ 480,325 $ 1,957,326
========== ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-3
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

<TABLE>
<CAPTION>
1998 1999
---------- ----------
<S> <C> <C>
Revenues.................................................... $1,460,526 $3,377,478

Costs and expenses:
Cost of revenues.......................................... 894,134 2,294,216
General and administrative................................ 565,070 894,699
Sales, consulting and marketing........................... 47,048 401,088
Depreciation.............................................. 137,883 148,055
---------- ----------
Total costs and expenses.................................. 1,644,135 3,738,058
---------- ----------

Loss from operations........................................ (183,609) (360,580)

Other expenses:
Interest expense.......................................... (117,955) (118,330)
Expenses relating to debt financing and agreements to
retire stock options in preparation of proposed public
offering................................................ -- (363,783)
---------- ----------
Total other expenses...................................... (117,955) (482,113)
---------- ----------
Net loss.................................................... $ (301,564) $ (842,693)
========== ==========
Basic and diluted net loss per share........................ $ (.14) $ (.37)
========== ==========
Shares used to compute basic and diluted net loss per
share..................................................... 2,127,820 2,264,187
========== ==========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-4
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
-------------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------- -------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance, September 30, 1997.............. 2,051,215 2,051 3,594 (491,894) (486,249)
Issuance of common stock for consulting
services (Notes 12 and 14)........... 15,625 16 13,422 -- 13,438
Exercise of stock option granted for
loan guarantee (Notes 12 and 14)..... 166,667 167 143,167 -- 143,334
Contributed services of executive
officers (Notes 12 and 14)........... -- -- 45,000 -- 45,000
Net loss............................... -- -- -- (301,564) (301,564)
--------- ------ -------- ----------- ---------
Balance, September 30, 1998.............. 2,233,507 2,234 205,183 (793,458) (586,041)
Issuance of common stock per settlement
agreement (Note 12).................. 41,667 42 47,858 -- 47,900
Issuance of common stock in exchange
for the retirement of a warrant and
the settlement of accrued consulting
services (Note 12)................... 20,000 20 179,980 -- 180,000
Issuance of common stock in conjunction
with the issuance of promissory notes
(Notes 8 and 12)..................... 34,384 34 309,422 -- 309,456
Issuance of stock option granted for
loan guarantee (Note 12)............. -- -- 125,000 -- 125,000
Net loss............................... -- -- -- (842,693) (842,693)
--------- ------ -------- ----------- ---------
Balance, September 30, 1999.............. 2,329,558 $2,330 $867,443 $(1,636,151) $(766,378)
========= ====== ======== =========== =========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-5
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

<TABLE>
<CAPTION>
1998 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $(301,564) $(842,693)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Bad debts............................................... 28,032 5,796
Depreciation and amortization........................... 137,883 148,055
Amortization of deferred financing costs................ -- 86,275
Interest on long term debt and obligations to related
parties............................................... 101,198 30,808
Issuance of common stock and options for consulting and
other services........................................ 156,605 180,000
Contributed services of executive officers.............. 45,000 --
Options surrendered by directors in exchange for debt... -- 117,708
Changes in operating assets and liabilities:
Increase in accounts receivable......................... (73,937) (207,599)
Decrease (increase) in inventory........................ 2,600 (18,720)
Increase in deposits and prepaid expenses............... -- (340,978)
Increase in accounts payable and accrued liabilities.... 1,707 293,383
Increase in sales tax payable........................... 106,236 69,794
--------- ---------
Net cash flows provided by (used in) financing
activities.............................................. 203,760 (478,171)
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment........................ (21,579) (231,418)
Increase in trademarks and copyrights..................... -- (22,000)
Increase in due from related parties...................... (30,119) (45,488)
--------- ---------
Net cash flows used in investing activities............... (51,698) (298,906)
--------- ---------
Cash flows from financing activities:
Increase in deferred offering and financing costs......... -- (370,899)
Increase in bank overdraft................................ 4,747 108,587
Borrowings from related parties........................... 26,537 --
Borrowings on short-term debt............................. -- 1,250,000
Borrowings on long-term debt.............................. 350,000 --
Borrowings on notes payable to related parties............ 360,000 --
Repayments on short-term debt............................. (304,295) --
Repayments on due to related parties...................... (215,115) (66,704)
Repayments on capital lease obligations to related
parties................................................. -- (63,357)
Repayments on long-term debt.............................. (54,477) (70,052)
Repayments on notes payable to related parties............ (317,700) (11,179)
Issuance of common stock on exercise of option............ 167 --
--------- ---------
Net cash flows (used in) provided by operating
activities.............................................. (150,136) 776,396
--------- ---------
Net increase (decrease) in cash............................. 1,926 (681)
Cash at beginning of period................................. 250 2,176
--------- ---------
Cash at end of period....................................... $ 2,176 $ 1,495
========= =========
</TABLE>

F-6
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

<TABLE>
<CAPTION>
1998 1999
--------- ---------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest................................................ $ 52,221 $ 64,198
========= =========
Income taxes............................................ $ -- $ --
========= =========
Supplemental disclosure of noncash investing and financing
activities:
Payments due on capital lease obligation to related
party included in amounts due to related parties...... $ 89,979 $ --
========= =========
Issuance of common stock in conjunction with the
issuance of promissory notes.......................... $ -- $ 309,456
========= =========
Issuance of common stock in settlement of penalties and
interest on late payment of installments on capital
lease obligation to related party (see Note 12)....... $ -- $ 47,900
========= =========
Borrowings on capital lease obligation to related
party................................................. $ -- $ 46,250
========= =========
Issuance of notes payable to related parties in
settlement of accrued consulting fees................. $ -- $ 133,800
========= =========
Issuance of stock option granted for loan guarantee..... $ -- $ 125,000
========= =========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-7
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 1--ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BUSINESS

TrueVision International, Inc. (the "Company") (formerly Topform, Inc.) was
incorporated in the state of Delaware on January 19, 1988. The Company, through
its operating subsidiaries, provides laser vision correction and image
enhancement procedures to individuals with refractive vision conditions. The
Company's ophthalmologists and optometrists, and those with which the Company is
affiliated, provide laser vision services using excimer laser technology. The
Company also offers patients ancillary image enhancement procedures and other
vision correction devices, including eye glasses and contact lenses on a limited
basis.

Effective April 15, 1998 (the "Exchange Date"), the shareholders of the
Company and the shareholders of TrueVision Laser Centers of Albuquerque, Inc., a
New Mexico corporation ("TVA") approved a stock purchase agreement and plan of
reorganization (the "TVA reorganization"). See Note 2 for shares exchanged in
the TVA reorganization. The TVA reorganization and merger transaction, pursuant
to Internal Revenue Code Section 368 (a)(1)(B), was effected between the Company
as the "legal acquiror" and TVA, the "target corporation". At the time of the
TVA reorganization the Company was a public shell which was not trading and was
not subject to any reporting requirements under sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended. The TVA reorganization resulted in
the Company acquiring 84% of the outstanding capital stock of TVA, and TVA
becoming an operating subsidiary of the Company. Management of TVA prior to the
reorganization has now become the Company's management. Effective March 16,
1999, the Company changed its name from Topform, Inc. to TrueVision
International, Inc. The reorganization has been accounted for as a reverse
acquisition with a public shell. Accordingly, the accompanying consolidated
financial statements have been presented as if TVA had always been a part of the
Company.

Prior to the Exchange Date, the Company was inactive since inception. TVA
operates an ophthalmic laser vision correction center in Albuquerque, New
Mexico. Doctors in the local eye community own 16% of TVA.

In April 1998, the shareholders of the Company approved a 4-for-1 reverse
split of the Company's common stock, and in March 1999, the shareholders of the
Company approved a 2.4-for-1 reverse split of the Company's common stock. Number
of shares and per share amounts have been restated as though the transactions
occurred on September 30, 1997.

In January 1999, the Board of Directors amended the Company's certificate of
incorporation to authorize 10,000,000 shares of $.001 par value Preferred stock.

In May 1999, the Board of Directors authorized management of the Company to
file a Registration Statement with the Securities and Exchange Commission
permitting the Company to sell shares of common stock to the public ("IPO"). The
Company anticipates the sale of 1,000,000 shares of common stock. The
anticipated proceeds will be used to retire short term debt, acquire additional
lasers and expand the Company's operations. There is no guarantee that the
proposed IPO will be consummated or that the IPO, if consummated, will provide
proceeds to fund the transactions described above.

In August 1999, the Company formed two wholly-owned subsidiaries, TrueVision
of Nevada, Inc. and TrueVision Medical Associates, Inc.

F-8
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 1--ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FISCAL YEAR

The Company's year end for financial reporting purposes is September 30.

PRINCIPLES OF CONSOLIDATION

The accompanying financial statements consolidate the accounts of the
Company and its majority-owned subsidiary, TrueVision Laser Centers of
Albuquerque, Inc., and its wholly-owned subsidiaries, TrueVision of
Nevada, Inc. and TrueVision Medical Associates, Inc. Minority interest in TVA's
losses have been absorbed by the Company as they are non-recourse. All
significant intercompany accounts and transactions have been eliminated in
consolidation.

FINANCIAL INSTRUMENTS

The carrying amounts reported in the balance sheets for cash, accounts
receivable, amounts due from related parties, bank overdraft, accounts payable
and accrued liabilities, sales tax payable, short-term debt and amounts due to
related parties approximate fair value due to the immediate short-term maturity
of these financial instruments.

The fair value of the Company's long-term debt, capital lease obligation and
note payable to related party approximates the carrying amount based on the
current rates offered to the Company for debt of the same remaining maturities
with similar collateral requirements.

INVENTORY

Inventory, consisting of key cards to operate the excimer laser, is stated
at the lower of cost (determined on a first-in, first-out basis) or market.

PROPERTY, EQUIPMENT AND LOGO DESIGN

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

REVENUE RECOGNITION

Revenues are generated by the vision correction procedures performed at the
Company's laser center. Follow-up corrective procedures for customer
satisfaction, consisting of retreatment, are performed when necessary. The
Company recognizes revenues when the vision correction procedures are performed.

CONCENTRATION RISK

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

F-9
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 1--ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONCENTRATION RISK (CONTINUED)

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

STOCK BASED COMPENSATION

In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation." This statement allows entities to measure
compensation costs related to awards of stock-based compensation, using either
the fair value method or the intrinsic value method. The Company has elected to
account for stock-based compensation programs using the intrinsic value method.
See Note 12 for the proforma disclosures of the effect on net loss and net loss
per share.

LONG-LIVED ASSETS

In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which
requires impairment losses to be recorded on long-lived assets used in
operations when indicators of the impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the assets'
carrying amount. SFAS No. 121 also addresses the accounting for long-lived
assets that are expected to be disposed of. The Company adopted SFAS No. 121
effective October 1, 1996. No impairment of long-lived assets has been
recognized as of September 30, 1999.

ADVERTISING COSTS

The Company charges the cost of advertising to expense as incurred.
Advertising costs for the years ended September 30, 1998 and 1999, were
approximately $23,500 and $188,500, respectively.

INCOME TAXES

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

NET LOSS PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
per share for entities with publicly held common stock. SFAS No. 128 supercedes
the provisions of APB No. 15, and requires the presentation of basic earnings
per share and diluted earnings per share. The Company has adopted the provisions
of SFAS No. 128 effective October 1, 1996.

F-10
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 1--ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NET LOSS PER SHARE (CONTINUED)

Basic net loss per share excludes dilution and is computed by dividing net
loss by the weighted average number of common shares outstanding during the
reported periods. Diluted net loss per share reflects the potential dilution
that could occur if stock options and other commitments to issue common stock
were exercised.

COMPREHENSIVE INCOME

The FASB recently issued SFAS No. 130, "Reporting Comprehensive Income."
This statement establishes standards for reporting and display of comprehensive
income and its components. The Company adopted this statement effective
October 1, 1996. For the years ended September 30, 1998 and 1999, the Company
had no items that were required to be recognized as components of comprehensive
income.

SEGMENT INFORMATION

The FASB recently issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." This statement requires companies to report
certain information about operating segments. The Company adopted this statement
effective October 1, 1996. For the years ended September 30, 1998 and 1999, the
Company had only one operating segment, laser vision correction. For the years
ended September 30, 1998 and 1999, the Company operated in the geographic area
of the State of New Mexico, and in September 1999 commenced operations in the
geographic area of the State of Nevada.

MANAGEMENT'S PLANS FOR FUTURE OPERATIONS AND FINANCING

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company was
inactive since inception through the Exchange date. At present, the Company's
working capital plus limited capital resources will not be sufficient to meet
the Company's objectives as structured. The Company estimates it needs
substantial new capital to achieve its operations as planned, and plans to seek
up to $9 million in equity financing via a Form SB-2 offering pursuant to the
Securities Act of 1933. In the event financing is not obtained the Company will
adjust its corporate infrastructure to reflect current operations. This would
include the elimination of all corporate staff, the termination of two leases in
Albuquerque, the subleasing of the expanded office space in Las Vegas, Nevada
planned for January 2000 and the extension of the existing lease on the Las
Vegas facility.

USE OF ESTIMATES

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-11
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 2--REORGANIZATION

In connection with the TVA reorganization, the Company issued 1,944,444
shares (95%) of its common stock, plus 1,944,444 warrants (the "Warrants"), each
warrant exercisable to purchase one share of common stock at an exercise price
of $0.86 per share, in exchange for 84,000 shares (84%) of TVA. None of the
above Warrants were redeemed and all of the Warrants expired unexercised on
April 15, 1999.

NOTE 3--DEPOSITS AND PREPAID EXPENSES

Deposits and prepaid expenses consist of the following at September 30, 1998
and 1999:

<TABLE>
<CAPTION>
1998 1999
-------- --------
<S> <C> <C>
Current:
Deposits for purchase of excimer lasers,
non-refundable
(see Note 11)....................................... $ -- $112,290
Prepaid advertising costs............................. -- 23,286
Other prepayments..................................... -- 26,528
-------- --------
$ -- $162,104
======== ========
Noncurrent:
Deposit for building, non-refundable.................. -- 135,249
Deposit on operating lease............................ -- 43,625
-------- --------
$ -- $178,874
======== ========
</TABLE>

NOTE 4--DEFERRED OFFERING COSTS

Deferred offering costs in the amount of $217,499 originated from the
Company's anticipated IPO. If the IPO is not consummated, the deferred offering
costs will be written-off in the period the IPO is abandoned.

NOTE 5--DEFERRED FINANCING COSTS

Deferred financing costs in the amount of $462,856 originated from the issue
of the Debt Instruments from April to September 1999, including finders' fees,
(see Note 8) and are being amortized over the period from the date of issue
through April 15, 2000 or the date of repayment. Accumulated amortization was
$86,275 at September 30, 1999.

F-12
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 6--PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of September 30, 1998
and 1999:

<TABLE>
<CAPTION>
1998 1999
-------- --------
<S> <C> <C>
Excimer laser and related equipment..................... $595,965 $723,199
Furniture and fixtures.................................. 68,816 175,916
Leasehold improvements.................................. 9,413 26,964
Motor vehicle........................................... 17,505 43,288
-------- --------
691,699 969,367
Less accumulated depreciation........................... (303,542) (449,397)
-------- --------
Net property and equipment.............................. $388,157 519,970
======== ========
</TABLE>

The Company expenses maintenance costs as they are incurred. Subsequent to
year-end, a motor vehicle with a cost of $25,783 was destroyed and the Company
has filed an insurance claim to recover the cost.

NOTE 7--ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following as of
September 30, 1998 and 1999:

<TABLE>
<CAPTION>
1998 1999
-------- --------
<S> <C> <C>
Trade accounts payable.................................. $120,880 $203,113
Accrued interest........................................ -- 22,350
Accrued legal fees...................................... -- 55,000
-------- --------
$120,880 $280,463
======== ========
</TABLE>

F-13
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 8--SHORT-TERM DEBT

Short-term debt consists of the following as of September 30, 1998 and 1999:

<TABLE>
<CAPTION>
1998 1999
-------- ----------
<S> <C> <C>
Subordinated promissory notes, bearing interest at
13%. Principal is due on April 15, 2000 and interest
is payable on the earlier of April 15, 2000 or the
closing of an initial public offering of the Company's
securities. The notes issued during the period
April 1999 to July 1999, totaling $700,000, included
common stock purchase warrants for the purchase of an
aggregate of 350,000 shares of common stock at an
exercise price of $8.40 per share. The notes issued
during the period August 1999 to September 1999,
totaling $550,000, included an aggregate of 34,384
shares of common stock which were issued instead of
issuing common stock purchase warrants. Management has
valued these shares at $9.00 per share based on the
proximity of the anticipated IPO. ................... $ -- $1,250,000
======== ==========
</TABLE>

NOTE 9--LONG-TERM DEBT

Long-term debt consists of the following as of September 30, 1998 and 1999:

<TABLE>
<CAPTION>
1998 1999
-------- ----------
<S> <C> <C>
Secured loan, bearing interest at 11.25% with interest
and principal payable in monthly installments of
approximately $9,100. The note is secured by a first
security interest in the excimer laser and related
equipment, and personal guarantees of certain of the
Company's directors. The note is due in
March 2002. ......................................... $314,384 $ 244,332

Less: Current portion................................. (77,675) (86,818)
-------- ----------

$236,709 $ 157,514
======== ==========
</TABLE>

See Note 10 for aggregate maturities of long-term obligations.

F-14
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 10--RELATED PARTY TRANSACTIONS

DUE FROM RELATED PARTIES

Amounts due from related parties consists of the following as of
September 30, 1998 and 1999:

<TABLE>
<CAPTION>
1998 1999
-------- ----------
<S> <C> <C>
Unsecured advances to the CEO. The advances are
non-interest bearing and due on demand. ........... $ 27,663 $ 62,006
Other................................................. 2,456 13,601
-------- ----------
$ 30,119 $ 75,607
======== ==========
</TABLE>

DUE TO RELATED PARTIES

Amounts due to related parties consists of the following as of
September 30, 1998 and 1999:

<TABLE>
<CAPTION>
1998 1999
-------- ----------
<S> <C> <C>
Installments in arrears on capital lease obligation to
MTE/ Triad, Inc., a corporation controlled by the
Company's CEO, (including accrued interest of
approximately $36,000 and $22,000, respectively), plus
penalties and interest on late payment of
approximately $30,000 and $12,500 for the years ended
September 30, 1998 and 1999, respectively. .......... $161,530 $ 140,678

Amount due to members of the Board of Directors for
surrendering a portion of certain stock options
previously granted to them by the Company. The total
amount due to the directors as a result of the above
surrender is to be paid in ten equal quarterly
installments. The installments were to begin in
September 1999 and be paid through December 2001. No
payments were made as of September 30, 1999. ........ -- 117,708

Amounts due to TrueVision Laser Centers, Inc. ("TVLC")
for cash advances and payment of expenses on behalf of
the Company and TVA. The amounts are non-interest
bearing and due on demand. .......................... 62,944 --
-------- ----------

224,474 258,386

Less: Current portion................................. (224,474) (187,761)
-------- ----------

$ -- $ 70,625
======== ==========
</TABLE>

F-15
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 10--RELATED PARTY TRANSACTIONS (CONTINUED)
CAPITAL LEASE OBLIGATIONS TO RELATED PARTIES

Capital lease obligations to related parties consists of the following as of
September 30, 1998 and 1999:

<TABLE>
<CAPTION>
1998 1999
-------- ----------
<S> <C> <C>
Capital lease obligation to MTE/Triad, Inc., a
corporation controlled by the Company's CEO, bearing
interest at 15.5% with interest and principal payable
in monthly installments of approximately $7,600. The
note is secured by a portion of the excimer laser and
related equipment and is due in June 2001. .......... $198,938 $ 135,581

Capital lease obligation to a doctor optionholder,
bearing interest at 17.25% with interest and principal
payable in monthly installments of approximately
$1,250. The note is secured by a portion of the
excimer laser and related equipment and is due in
April 2004. ......................................... -- 46,250
-------- ----------

198,938 181,831

Less: Current portion................................. (63,998) (81,956)
-------- ----------

Capital lease obligations to related parties,
long-term portion................................... $134,940 $ 99,875
======== ==========
</TABLE>

F-16
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 10--RELATED PARTY TRANSACTIONS (CONTINUED)
NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties consists of the following as of
September 30, 1998 and 1999:

<TABLE>
<CAPTION>
1998 1999
-------- ----------
<S> <C> <C>
Secured promissory note to TVLC Finance, Inc., a
corporation controlled by the CEO of the Company,
bearing interest at 16.5% with interest and
principal payable in monthly installments of
approximately $1,475. The note is secured by a
portion of the excimer laser and related equipment
and is due in September 2002. ..................... $ 51,581 $ 40,402

Demand note to consultant shareholder, bearing
interest at 8%. ................................... -- 43,800

Promissory note to a consultant shareholder, bearing
interest at 9%, with interest and principal payable
on maturity in March 2001. ........................ -- 90,000
-------- ----------

51,581 174,202

Less: Current portion................................. (9,918) (52,219)
-------- ----------

Notes payable to related parties, long-term........... $ 41,663 $ 121,983
======== ==========
</TABLE>

Aggregate maturities of long-term obligations (which consists of long term
debt, amounts due Board of Directors members for surrender of options, and notes
payable to related parties) at September 30 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING AMOUNT
- ----------- --------
<S> <C>
2000........................................................ $186,120
2001........................................................ 243,125
2002........................................................ 106,997
2003........................................................ --
2004........................................................ --
Thereafter.................................................. --
--------
$536,242
========
</TABLE>

F-17
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 11--COMMITMENTS AND CONTINGENCIES

LEASES

The Company leases its corporate office facility and its Albuquerque laser
vision correction center under a non-cancelable operating lease that expires in
December 2001 and calls for monthly payments of $10,576. The Company also leases
facilities in Las Vegas under non-cancelable operating leases that expire in
January 2000 and November 2004 and call for monthly payments of $6,840 and
$22,641, respectively. The Company also leases certain of its property and
equipment from MTE\Triad, Inc. and a doctor optionholder, both related parties,
through capital leases that expire in June 2001 and April 2004, respectively.
Capitalized leases included in property and equipment amounted to approximately
$270,000 and $320,000, before accumulated depreciation of approximately $72,000
and $124,000 as of September 30, 1998 and 1999, respectively. Minimum future
obligations under these leases as of September 30 are as follows:

<TABLE>
<CAPTION>
YEAR ENDING SEPTEMBER 30, CAPITAL OPERATING
- ------------------------- -------- ----------
<S> <C> <C>
2000.................................................. $105,995 $ 380,686
2001.................................................. 83,246 475,820
2002.................................................. 15,000 279,489
2003.................................................. 15,000 271,692
2004.................................................. 8,750 271,785
Thereafter............................................ -- 45,282
-------- ----------
Total minimum lease payments.......................... 227,991 $1,724,754
==========
Amount representing interest.......................... 46,160
--------
Present value of minimum lease payments............... $181,831
========
</TABLE>

Rent expense under the non-cancelable operating leases was $35,432 and
$85,060 for the years ended September 30, 1998 and 1999, respectively.

PURCHASE ORDERS

In June 1999, the Company ordered two additional excimer lasers and paid
deposits of $112,290 against an aggregate purchase price of approximately
$1,025,000. These deposits are non-refundable.

CONSULTING AGREEMENTS

In February 1998, the Company entered into a consulting agreement with a
shareholder for advisory services. The compensation for these services is $4,000
per month for a period of two years ending in February 2000. At September 30,
1998 the Company was in default on this agreement. During August 1999, the
Company amended this agreement as follows: the consultant surrendered all of his
416,667 unexercised options to purchase 416,667 shares of common stock and
accrued consulting fees of $76,000, in exchange for 20,000 shares of common
stock, payments totaling $12,000 and a demand note amounting to $43,800 (See
Note 10). The shares issued to the consultant have been valued at $9.00 per
share. Accordingly the Company has recognized additional compensation costs of
$159,800.

F-18
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 11--COMMITMENTS AND CONTINGENCIES (CONTINUED)
CONSULTING AGREEMENTS (CONTINUED)

In April 1998, the Company entered into a consulting agreement with a
shareholder for advisory services beginning in July 1998. The compensation for
these services increases from $5,000 per month to $8,500 per month effective
July 1999. The term of the agreement is three years ending in July 2001. The
agreement was entered into in conjunction with the grant of an option in return
for a loan guarantee (see Note 12). The Company defaulted on the agreement
during the year ended September 30, 1998, and as of September 30, 1999, the
Company executed a note payable to the consultant shareholder in an amount of
$90,000 to cure the default (see Note 10).

In August 1999, the Company entered into a consulting agreement with a
director. The compensation is $5,000 per month effective June 1999. The term of
the agreement is three years ending June 2002. The agreement was entered into in
conjunction with the grant of an option in return for the director agreeing to
deliver an unconditional continuing guarantee in favor of DVI Financial
Services, Inc. with respect to the financing agreements entered into between TVA
and DVI Financial Services, Inc. This guarantee continues until the balance of
the applicable financing is fully paid to DVI Financial Services, Inc. (see
Note 9). The agreement was amended in December 1999 (see Notes 12 and 15).

EMPLOYMENT AGREEMENT

During September 1998, the Company entered into a three year employment
agreement with the President and Chief Executive Officer. The agreement provides
for a base salary, and a bonus within the discretion of the Company's Board of
Directors, based on the profitability of the Company, which may be paid in cash
or common stock. The salary adjusts each year and is to be the greater of the
previous year's base salary plus 25% or 75% of the previous year's gross
compensation. In conjunction with this agreement the President has agreed not to
compete with the Company's laser vision correction business during the term of
his employment and for one year after termination.

The Company also entered into a management continuity agreement with the
President that provides for his continued employment as President and Chief
Executive Officer for three years following a change in control of the Company.
If the President is terminated without cause during the three year period the
Company is obligated to pay him within 90 days of termination a lump sum cash
payment equal to 300% of the sum of his highest annual base salary prior to his
termination, plus the highest value for his employee fringe benefits, plus the
highest bonus he received for any year during the three-year period before
termination. A similar lump sum cash payment is also required by the Company
within that same 90 day period for the value of the President's employer
contributions made for his benefit during the last full fiscal year. If the
President is terminated under this agreement without cause, his outstanding
unvested stock options immediately vest and become exercisable. No amounts are
due if the President is terminated with "cause" as defined in the agreement.
This agreement becomes effective only upon the change in control of the Company.

AFFILIATE RELATIONSHIPS

Local doctors who submit appropriate credential information and are approved
by the Company are permitted to use the Company's facility. The doctors are
required to provide proof of medical

F-19
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 11--COMMITMENTS AND CONTINGENCIES (CONTINUED)
AFFILIATE RELATIONSHIPS (CONTINUED)

malpractice insurance and contractually hold the Company harmless from claims
arising from the doctors' use of the Company's facilities. In addition, the
Company has purchased additional medical malpractice insurance to cover Company
technicians.

SALES TAX LIABILITY

TVA was delinquent in the payment of state sales taxes during the years
ended September 30, 1997, 1998 and 1999. The accrual for the unpaid taxes as of
September 30, 1998 and 1999, is shown on the accompanying balance sheet as sales
tax payable. The Company has enrolled in the New Mexico "tax amnesty program"
and accordingly has not recorded any accrual for tax penalties as of
September 30, 1999.

NOTE 12--SHAREHOLDERS' EQUITY

STOCK, OPTIONS AND WARRANTS ISSUED FOR CASH

In April 1999, the Board of Directors approved the Company's offer and
issuance of a maximum of $1,000,000 of its 13% subordinated promissory notes
(the "Debt Instruments") due April 15, 2000 attached with non-detachable common
stock purchase warrants entitling the holder to purchase additional shares of
the Company's common stock at an exercise price of $8.40 per share. During
August and September 1999 the Company elected to increase its offering of these
promissory notes to $1,250,000. The Debt Instruments issued during the period
April 1999 to July 1999, totaling $700,000, included common stock purchase
warrants for the purchase of an aggregate of 350,000 shares of common stock at
an exercise price of $8.40 per share. The Debt Instruments issued during August
and September 1999, totaling $550,000, included an aggregate of 34,384 shares of
common stock which were issued instead of issuing warrants to purchase common
stock. Management has valued these shares at $9.00 per share based on the
proximity of the anticipated initial public offering. Interest due on these
promissory notes is payable on the earlier of April 15, 2000 or the closing of
an initial public offering of the Company's securities.

STOCK, OPTIONS AND WARRANTS ISSUED FOR SETTLEMENT OF DEBT

In April 1999, TVA and TVLC entered into a mutual general release agreement
with MTE/ Triad, Inc. ("MTE") for the settlement by TVLC of TVA's installments
in arrears on capital lease obligation to MTE plus penalties and interest on
late payment, as described in Note 10. The terms of the agreement provide for
the issuance of 41,667 shares of TVI common stock to MTE, and the payment by
TVLC of $170,000 to MTE, $50,000 of which was paid in May 1999 and the balance
of $120,000 is due in January 2000. The amount settled by TVLC on behalf of TVA
is included in amounts due to related parties.

STOCK, OPTIONS AND WARRANTS ISSUED FOR SERVICES

In April 1998, the Company issued 15,625 shares of common stock to a
shareholder in settlement of consulting expenses incurred by the shareholder on
behalf of the Company. Compensation expense

F-20
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 12--SHAREHOLDERS' EQUITY (CONTINUED)
STOCK, OPTIONS AND WARRANTS ISSUED FOR SERVICES (CONTINUED)

recognized by the Company amounted to approximately $13,400 and was based on
management's estimate of the fair value of the Company's shares on the date of
issue. Management's estimate of the fair value was based on the value attributed
to shares in the TVA reorganization.

In April 1998, the Company granted a consultant and shareholder an option to
purchase 166,667 shares of common stock in return for a loan guarantee for the
Company in connection with a financing agreement with another corporation. The
options were granted at an exercise price of $.001 per share and were
immediately exercised. Compensation expense recognized by the Company amounted
to approximately $143,000 and was based on management's estimate of the fair
value of the Company's shares on the date of grant. Management's estimate of the
fair value was based on the value attributed to shares in the TVA
reorganization. In addition to the grant of options, the Company also entered
into a consulting agreement with the shareholder (see Note 11).

During 1996, the Company granted the former CEO (and a consultant) of the
Company a warrant to purchase 416,667 shares of common stock at an exercise
price of $.86 per share, in exchange for assistance provided to the Company.
This warrant was retired in exchange for the issuance of 20,000 shares of common
stock. Management has valued these shares at $9.00 per share based on the
proximity of the anticipated initial public offering (see Note 11).

CONTRIBUTED SERVICES OF EXECUTIVE OFFICERS

For the period from the Exchange Date through September 30, 1998, the
executive officers of the Company contributed services with a fair value of
$45,000, at no cost. This amount is included in additional paid-in capital and
in general and administration expenses for the year ended September 30, 1998.

STOCK OPTION PLANS

In 1998, the Company adopted an incentive stock option plan (the Plan) under
which options to purchase up to 458,332 shares of common stock may be granted to
officers, employees or directors of the Company, as well as consultants,
independent contractors or other service providers of the Company. Incentive
options may be granted at an exercise price equal to the fair market value of
the shares on the date of the grant. The Plan provides for grants of options
with a term of up to 10 years with a "cashless exercise" provision whereby the
holder may exercise the option and tender payment for the option shares by
surrendering a number of shares of common stock whose value would equal the cash
required to exercise an additional number of options.

In 1998, pursuant to the Plan, the Company granted options to purchase
458,332 shares of common stock to officers, employees and directors under the
Plan. These options have an exercise price of $.86.

In April 1999, the Board of Directors surrendered a portion of certain stock
options previously granted to them by the Company pursuant to the Plan, in
exchange for $.10 per option surrendered. The total amount due to the directors
as a result of the above surrender is $117,708, to be paid in ten

F-21
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 12--SHAREHOLDERS' EQUITY (CONTINUED)
STOCK OPTION PLANS (CONTINUED)

equal quarterly installments. This amount is included in "Expenses relating to
debt financing and agreements to retire stock options in preparation of proposed
public offering". The stock option figures above have been restated as though
the surrender took place on the date the options were granted.

In August 1999, the Company granted a shareholder an option to purchase
83,333 shares of common stock in return for a loan guarantee for the Company in
connection with a financing agreement with another corporation (see Note 9 and
"consulting agreements" Note 11). In December 1999, the agreement was amended
and the options were granted at an exercise price of $6.15 per share (see
Note 15). The Company has recorded deferred compensation costs and a related
increase to additional paid-in capital of $125,000 for the difference between
the grant price and the deemed fair market value of the Company's common stock
of $7.65 per share at the date of grant. Such compensation costs will be
recognized on a straight line basis over the vesting period of the options,
which is three years from the grant date. Management's estimate of the fair
value of $7.65 per share is lower than the anticipated initial public offering
price of $9.00 per share due to (i) the restrictive nature of such options
including lack of voting rights for two years from the exercise of the option,
future vesting, restrictions on transferability of the option and the underlying
shares; and (ii) there has been no public market for the common stock of the
Company.

Companies that do not choose to adopt the expense recognition rules of SFAS
No. 123 will continue to apply the existing accounting rules contained in
Accounting Principles Board Opinion (APB) No. 25, but are required to provide
pro forma disclosures of the compensation expense determined under the
fair-value provisions of SFAS No. 123. APB No. 25 requires no recognition of
compensation expense for most of the stock-based compensation arrangements
provided by the Company, namely, broad-based employee stock purchase plans and
option grants where the exercise price is equal to the market price at the date
of the grant.

The Company has elected to account for incentive grants and grants under its
Plan following APB No. 25 and related interpretations. Accordingly, no
compensation costs have been recognized for incentive options for the years
ended September 30, 1998 and 1999. The Company has adopted the disclosure
provisions of SFAS No. 123 effective October 1, 1996. Under SFAS No. 123, the
fair value of each option granted during the years ended September 30, 1998 and
1999 was estimated on the measurement date utilizing the then current fair value
of the underlying shares, as estimated by management, less the exercise price
discounted over the average expected life of the options of 10 years, with an
average risk free interest rate ranging between 5% and 6%, price volatility of
.1 and no dividends.

F-22
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 12--SHAREHOLDERS' EQUITY (CONTINUED)
STOCK OPTION PLANS (CONTINUED)

Had compensation cost for all awards been determined based on the fair value
method as prescribed by SFAS No.123, reported net (loss) and net (loss) per
common share would have been as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1998 1999
------------- -------------
<S> <C> <C>
Net (loss):
As reported...................................... $(301,564) $ (842,693)
Pro forma........................................ $(456,986) $ (842,693)
Basic and diluted net (loss) per share:
As reported...................................... $ (.14) $ (.37)
Pro forma........................................ $ (.21) $ (.37)
</TABLE>

A summary of the activity of the stock options for the years ended
September 30, 1998 and 1999 is as follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1999
-------------------- --------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Outstanding at beginning of period.... -- $-- 458,332 $0.86
Granted............................... 458,332 0.86 83,333 6.15
Forfeited............................. -- -- (83,333) 0.86
Expired............................... -- -- -- --
------- --------- ------- ---------
Outstanding at end of period.......... 458,332 $0.86 458,332 $1.82
======= ========= ======= =========
Exercisable at end of period.......... 458,332 $0.86 374,999 $0.86
======= ========= ======= =========
Weighted-average fair value of options
granted during the period........... $0.34 $4.22
========= =========
Weighted-average remaining contractual
life of options outstanding at end
of period........................... 9.6 years 8.8 years
</TABLE>

F-23
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 13--INCOME TAXES

Deferred income taxes reflect the net tax effects of the temporary
differences between the carrying amounts of assets and liabilities for financial
reporting and the amounts used for income tax purposes. The tax effect of
temporary differences consisted of the following as of September 30:

<TABLE>
<CAPTION>
1998 1999
--------- ---------
<S> <C> <C>
Deferred tax assets:

Net operating loss carryforwards...................... $ 315,900 $ 659,000
--------- ---------
Gross deferred tax assets............................. 315,900 659,000
Less valuation allowance.............................. (274,700) (601,000)
--------- ---------
41,200 58,000
Deferred tax liabilities, equipment................... (41,200) (58,000)
--------- ---------
$ -- $ --
========= =========
</TABLE>

Realization of deferred tax assets is dependant upon sufficient future
taxable income during the period that deductible temporary differences and
carryforwards are expected to be available to reduce taxable income. As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance. The valuation allowance increased by $90,200 and $326,300
from 1997 and 1998, respectively.

As of September 30, 1999, the Company has net operating loss carryforwards
for both federal and state income tax purposes. Federal and state net operating
loss carryforwards totaling approximately $1,656,000 expire as follows: $199,000
in 2011, $282,000 in 2012, $298,000 in 2018 and $877,000 in 2019. Due to federal
and state laws, the availability of the operating loss carryforwards are limited
due to a cumulative change in the Company's ownership resulting in a change in
control. The Company had such a change during the year ended September 30, 1998.
The Company has not yet calculated the limitation of the utilization of the net
operating loss carryforwards.

A reconciliation of the effective tax rates with the federal statutory rate
is as follows for the years ended September 30:

<TABLE>
<CAPTION>
1998 1999
--------- ---------
<S> <C> <C>
Income tax benefit at 35% statutory rate.............. $(105,000) $(287,900)
Change in valuation allowance......................... 90,200 326,300
Nondeductible expenses................................ 18,000 1,000
State income taxes, net............................... (4,000) (39,500)
Other................................................. 800 100
--------- ---------
$ -- $ --
========= =========
</TABLE>

NOTE 14--RESTATEMENT

The financial statements at September 30, 1998 have been restated to account
for additional compensation expense of $45,000 recorded by the Company as a
result of contributed services by

F-24
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999

NOTE 14--RESTATEMENT (CONTINUED)
executive officers (see Note 12), additional consulting expense of $10,938 and
$128,334 recorded by the Company on the issue of 15,625 shares of common stock
to a shareholder and the grant of 166,667 options to purchase 166,667 shares of
common stock, which were exercised, to a consultant and shareholder (see
Note 12).The result of these items increased the net loss for the year ended
September 30, 1998 by $184,272 and net loss per share by $.09.

NOTE 15--SUBSEQUENT EVENTS

In November 1999, the Company issued a promissory note in the amount of
$150,000 to TVLC Finance, Inc., a corporation controlled by the CEO of the
Company. The note bears interest at 13%, and interest and principal are payable
on maturity in December 2000. TVLC Finance, Inc. in turn issued $150,000 of
promissory notes with the same terms as those issued by the Company. In
conjunction with these transactions, the Company arranged for one of its
shareholders to transfer 9,378 shares of the Company's common stock to the
purchasers of the promissory notes issued by TVLC Finance, Inc. Accordingly, the
Company will record deferred financing costs in the amount of $84,402 based on
the anticipated initial public offering price of $9 per share, which will be
amortized over the period from the date of issue through the maturity date.

In December 1999, the Company amended the August 1999 consulting agreement
entered into with a director in conjunction with the grant of an option in
return for the director agreeing to deliver an unconditional continuing
guarantee in favor of DVI Financial Services, Inc. (see Note 9 and "consulting
agreements" Note 11). The agreement was amended as follows: (i) the term of the
consulting agreement was extended to December 2002; (ii) the exercise price of
the option was increased from $.86 to $6.15; (iii) the vesting period increased
from being immediately exercisable to vesting three years from the date of
grant; and (iv) the option was restricted as to transferability and the shares
lack voting rights for two years from the exercise of the option.

F-25
<PAGE>
HISTORICAL FINANCIAL DATA

TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1999

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1999
------------- ------------
(AUDITED) (UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 1,495 $ 35,050
Accounts receivable, net of allowance for doubtful
accounts of $30,629 and $30,629 at September 30, 1999
and December 31, 1999, respectively..................... 261,156 228,898
Inventory................................................. 19,240 19,240
Deposits and prepaid expenses............................. 162,104 147,497
Due from related parties.................................. 75,607 33,532
Deferred offering costs................................... 217,499 464,520
Deferred financing costs, net of accumulated amortization
of $86,275 and $212,003 at September 30, 1999 and
December 31, 1999, respectively......................... 376,581 335,255
----------- -----------
Total current assets.................................... 1,113,682 1,263,992
----------- -----------

NONCURRENT ASSETS:
Property and equipment, net of accumulated depreciation... 519,970 490,989
Deposits and prepaid expenses............................. 178,874 276,406
Deferred compensation..................................... 125,000 111,200
Logo design, net of accumulated depreciation of $2,200 and
$3,300 at September 30, 1999 and December 31, 1999,
respectively............................................ 19,800 18,700
----------- -----------
Total noncurrent assets................................. 843,644 897,295
----------- -----------
Total assets............................................ $ 1,957,326 $ 2,161,287
=========== ===========

LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Bank overdraft............................................ $ 116,319 $ 59,974
Accounts payable and accrued liabilities.................. 280,463 610,495
Sales tax payable......................................... 218,171 270,979
Due to related parties.................................... 187,761 222,282
Short-term debt........................................... 1,250,000 1,250,000
Current portion of long-term debt......................... 86,818 89,283
Current portion of capital lease obligations to related
parties................................................. 81,956 77,880
Current portion of notes payable to related parties....... 52,219 160,219
----------- -----------
Total current liabilities............................... 2,273,707 2,741,112
----------- -----------

LONG-TERM LIABILITIES:
Due to related parties.................................... 70,625 58,854
Long-term debt, net of current maturities................. 157,514 135,744
Capital lease obligations to related parties.............. 99,875 83,861
Notes payable to related parties.......................... 121,983 121,983
----------- -----------
Total long-term liabilities............................. 449,997 400,442
----------- -----------
Total liabilities....................................... 2,723,704 3,141,554
----------- -----------

Commitments and contingencies

SHAREHOLDERS' DEFICIT:
Preferred stock, $.001 par value, 10,000,000 shares
authorized;
none issued and outstanding............................. -- --
Common stock, $.001 par value, 100,000,000 shares
authorized; issued and outstanding: 2,329,558 and
2,329,558 shares at September 30, 1999 and December 31,
1999, respectively 2,330 2,330
Additional paid-in capital................................ 867,443 951,845
Accumulated deficit....................................... (1,636,151) (1,934,442)
----------- -----------
Total shareholders' deficit............................. (766,378) (980,267)
----------- -----------
Total liabilities and shareholders' deficit............. $ 1,957,326 $ 2,161,287
=========== ===========
</TABLE>

F-26
<PAGE>
HISTORICAL FINANCIAL DATA

TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31,
-----------------------------------
1998 1999
---------------- ----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Revenues................................................ $ 637,368 $1,030,878

Costs and expenses:
Cost of revenues...................................... 424,056 569,128
General and administrative............................ 132,046 363,287
Sales, consulting and marketing....................... 36,138 186,575
Depreciation and amortization......................... 36,586 40,832
--------- ----------
Total costs and expenses.............................. 628,826 1,159,822
--------- ----------
Income (loss) from operations........................... 8,542 (128,944)

Other expenses:
Interest expense...................................... (16,930) (43,619)
Expenses relating to debt financing and agreements to
retire stock options in preparation of proposed
public offering..................................... -- (125,728)
--------- ----------
Total other expenses.................................. (16,930) (169,347)
--------- ----------
Net loss................................................ $ (8,388) $ (298,291)
========= ==========
Basic and diluted net loss per share.................... $ -- $ (.13)
========= ==========
Shares used to compute basic and diluted net loss per
share................................................. 2,233,507 2,329,558
========= ==========
</TABLE>

F-27
<PAGE>
HISTORICAL FINANCIAL DATA

TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31,
-----------------------------------
1998 1999
---------------- ----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $ (8,388) $(298,291)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization........................... 36,586 40,832
Amortization of deferred financing costs................ -- 125,728
Amortization of deferred compensation costs............. -- 13,800
Interest on long term debt and obligations to related
parties............................................... 10,774 9,124
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable.............. (57,223) 32,258
Increase in inventory................................... (6,500) --
Increase in deposits and prepaid expenses............... (977) (82,925)
Increase in accounts payable and accrued liabilities.... 86,213 330,032
Increase in sales tax payable........................... 36,775 52,808
-------- ---------
Net cash flows provided by operating activities......... 97,260 223,366
-------- ---------

Cash flows from investing activities:
Purchase of property and equipment........................ (69,661) (10,751)
(Increase) decrease in due from related parties........... (23,798) 42,075
-------- ---------
Net cash flows (used in) provided by investing
activities.............................................. (93,459) 31,324
-------- ---------

Cash flows from financing activities:
Increase in deferred offering costs....................... -- (247,021)
Increase (decrease) in bank overdraft..................... 1,025 (56,345)
Borrowings from related parties........................... 18,417 --
Borrowings on notes payable to related parties............ -- 108,000
Repayments on long-term debt.............................. (20,983) (25,769)
Repayments on notes payable to related parties............ (4,436) --
-------- ---------
Net cash flows used in financing activities............... (5,977) (221,135)
-------- ---------
Net (decrease) increase in cash............................. (2,176) 33,555
Cash at beginning of period................................. 2,176 1,495
-------- ---------
Cash at end of period....................................... $ -- $ 35,050
======== =========
</TABLE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31,
-------------------------------
1998 1999
-------------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest.................................................. $23,504 $ 3,064
======= =======
Income taxes.............................................. $ -- $ --
======= =======

Supplemental disclosure of noncash investing and financing
activities:
Payments due on capital lease obligation to related party
included in amounts due to related parties.............. $14,809 $22,750
======= =======
Increase in deferred financing costs recognized when the
Company arranged for one of its shareholders to transfer
9,378 shares of the Company's common stock in
conjunction with the Company's issuance of a promissory
note to a corporation controlled by the CEO of the
Company................................................. $ -- $84,402
======= =======
</TABLE>

F-28
<PAGE>
TRUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED HISTORICAL FINANCIAL DATA

NOTE 1 - BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited financial
statements reflect all adjustments, consisting of only normal recurring
accruals, necessary for a fair presentation of the consolidated financial
position of TrueVision International, Inc. and Subsidiaries as of December 31,
1999, and the results of operations and cash flows for the three months ended
December 31, 1998 and 1999. The results of operations for the three months ended
December 31, 1999 are not necessarily indicative of results that may be expected
for the full year. These financial statements are unaudited and do not include
all related footnote disclosures. These financial statements should be read in
conjunction with the consolidated financial statements for the years ended
September 30, 1998 and 1999 and the notes thereto included in the Company's
audited consolidated financial statements included elsewhere in this
registration statement.

NOTE 2 - SUBSEQUENT EVENT

Subsequent to December 31, 1999, the Company sold $230,000 of patients
accounts receivable to TVLC Finance, Inc., a corporation controlled by the CEO
of the Company.

F-29
<PAGE>
[Inside back cover of prospectus depicts two
photographic charts, one depicting a diagram of
laser vision correction of myopia--ablation
depth and the second depicting excimer laser
correction of hyperopia--ablation depth.]
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON, OR ANY OTHER PERSON TO PROVIDE YOU
WITH DIFFERENT INFORMATION OR REPRESENT ANYTHING THAT IS NOT CONTAINED IN THIS
PROSPECTUS. THE INFORMATION IN THIS PROSPECTUS MAY ONLY BE ACCURATE AS OF THE
DATE ON THE FRONT COVER OF THIS PROSPECTUS. OUR BUSINESS, FINANCIAL CONDITION,
RESULTS OF OPERATIONS, AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE. THIS
PROSPECTUS IS AN OFFER TO SELL ONLY THE UNITS, AND COMPONENTS THEREOF, OFFERED
BY THIS PROSPECTUS, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT
IS LAWFUL TO DO SO.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 6
Cautionary Note Regarding Forward-
Looking Statements.................. 11
Use Of Proceeds....................... 11
Dividend Policy....................... 12
Capitalization........................ 13
Dilution.............................. 14
Selected Consolidated Financial
Data................................ 15
Management's Discussion And Analysis
Of Financial Condition And Results
Of Operations....................... 17
Business.............................. 23
Management............................ 33
Certain Transactions.................. 40
Principal Stockholders................ 44
Description Of Securities............. 46
Shares Eligible For Future Sale....... 50
Underwriting.......................... 52
Legal Matters......................... 54
Experts............................... 54
Index To Consolidated Financial
Statements.......................... F-1
</TABLE>

UNTIL , 2000, 25 DAYS AFTER THE DATE OF THIS PROSPECTUS, ALL DEALERS THAT
BUY, SELL OR TRADE THE UNITS, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY
BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN ADDITION TO
THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

350,000 UNITS CONSISTING OF
TWO SHARES OF COMMON STOCK
AND TWO REDEEMABLE COMMON
STOCK PURCHASE WARRANTS.

[LOGO]

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

PROSPECTUS

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

KASHNER DAVIDSON SECURITIES CORPORATION

MAY , 2000

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the company. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
any other rights to which those seeking indemnification may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise. Article XII of the Registrant's Amended Articles of Incorporation
dated March 16, 1999, provides for indemnification by the Registrant of its
directors, officers and employees to the fullest extent permitted by the
Delaware General Corporation Law.

Section 102(b) of the Delaware General Corporation Law permits a corporation
to provide in its certificate of incorporation that a director of the
corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. The Registrant's Certificate of Incorporation
eliminates the personal liability of directors to the furthest extent
permissible under the Delaware General Corporation Law.

The Registrant has obtained directors' and officers' insurance providing
indemnification for certain of the Registrant's directors, officers and
employees against certain liabilities, prior to the effectiveness of this
offering.

Reference is also made to the underwriting agreement filed as Exhibit 1.1 to
the Registration Statement for information concerning the Underwriters'
obligation to indemnify the Registrant and its officers and directors in certain
circumstances, and our obligation to indemnify the underwriters. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

II-1
<PAGE>
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses to be incurred in connection with this offering are
as follows:

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 4,639
Nasdaq SmallCap Stock Market Listing Fee.................... $ 3,775
NASD Filing Fee............................................. $ 2,122
Accounting Fees and Expenses*............................... $115,000
Printing and Engraving*..................................... $135,000
Legal Fees and Expenses*.................................... $145,000
Blue Sky Fees and Expenses*................................. $ 30,000
Transfer Agent and Registrar Fees*.......................... $ 10,000
Miscellaneous Expenses*..................................... $ 34,474
--------
Total*................................................ $480,000
========
</TABLE>

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

* Estimated.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

During the last three years, the Registrant has sold and issued the
following unregistered securities in transactions which were exempt from
registration under the Securities Act of 1933, pursuant to Section 4(2) of the
Securities Act, as they were transactions not involving a public offering:

Pursuant to the Registrant's Stock Purchase Agreement and Plan of
Reorganization dated February 23, 1998, the Registrant issued 1,944,444 shares
of common stock and 1,944,444 warrants to purchase an additional 1,944,444
shares of common stock in a transaction which was exempt from registration under
the Securities Act under Section 4(2) of the Securities Act. The Stock Purchase
Agreement and Plan of Reorganization obligated us to issue these shares of
common stock to purchase the shares of common stock of TrueVision Laser Center
of Albuquerque, Inc. that were at that time owned by TrueVision Laser Centers,
Inc., which at that time owned 84% of the outstanding capital stock of
TrueVision Laser Center of Albuquerque, Inc. Prior to the effective date of the
Stock Purchase and Plan of Reorganization, we were not affiliated with the
purchaser of these shares. Before we entered into the agreement and issued the
shares and warrants, we made available to the purchaser all material information
regarding our business, operations and financial affairs. All of the
Registrant's warrants issued in the reorganization expired without exercise on
April 15, 1999 and are no longer outstanding.

Pursuant to an amended consulting agreement between Wilbur F. Noyes,
formerly our chief executive officer, and us dated August 25, 1999, we issued
20,000 shares of our common stock to Mr. Noyes, in a transaction that was exempt
from registration pursuant to Section 4(2) of the Securities Act. The shares of
common stock issued to Mr. Noyes were issued in settlement of our default under
the terms of Mr. Noyes' previous consulting agreements with us. In exchange for
his shares of common stock, Mr. Noyes provided consulting services to us during
the term of his consulting agreements, including long term strategic planning,
management consulting services, and marketing and finance expertise.

Pursuant to a consulting agreement we entered into with Dr. Howard Silverman
on April 1, 1998, one of our principal shareholders, we granted a common stock
purchase warrant to Dr. Silverman entitling him to purchase 166,667 shares of
our common stock at an exercise price of $.001 per share as a part of his
compensation for consulting services rendered to us. We issued 166,667 shares of
common stock to Dr. Silverman at the time he exercised his common stock purchase
warrant. Our grant of the common stock purchase warrant and the subsequent
issuance of the common stock underlying the warrant were transactions exempt
from registration pursuant to Section 4(2) of the Securities Act.

II-2
<PAGE>
Dr. Silverman, as one of our consultants and an accredited investor, has an
ongoing business relationship with us and our management. When he received his
common stock purchase warrant, and when he exercised the warrant, Dr. Silverman
had full access to our business plans, financial statements and financial
projections. Dr. Silverman also had access to any other corporate information he
requested when he received his warrants and shares. As partial consideration for
his warrant and the shares received after exercising the warrant, Dr. Silverman
delivered his unconditional continuing personal guarantee in favor of DVI
Financial Services, Inc., a company that provided us with financing for the
excimer laser we have in our Albuquerque center. Dr. Silverman, a retired
optometrist, provides us with consulting services, business planning, and
professional advice relative to the service we provide in our vision correction
centers.

In a private placement to accredited investors between April 1999 and
August 1999, which was exempt from registration under the Securities Act
pursuant to Rule 506 of Regulation D promulgated thereunder, the Registrant
offered and sold $1,250,000 principal amount 13% promissory notes due April 15,
2000, with noteholders that purchased between April 1999 and July 1999 also
receiving 2,500 bridge warrants for each $5,000 in principal amount of
promissory notes, which warrants are exercisable to purchase 2,500 shares of our
common stock at $8.40 per share, and noteholders that purchased in August 1999
receiving 1,563 shares of our common stock for each $25,000 in principal amount
of promissory notes. In the aggregate the purchasers of our notes in
August 1999 received 34,384 shares of our common stock.

In a private placement to TVLC Finance, Inc. in November 1999, we sold a
promissory note due December 1, 2000 in the principal amount of $150,000, of
this amount $108,000 was received during November 1999 and the remaining $42,000
was received during February 2000, and which accrues interest at 13% yearly
until the note is due. The offer and sale of this promissory note is exempt from
registration under Section 4(2) of the Securities Act of 1933. As a part of this
transaction, we arranged for one of our shareholders Michael Thomas, to transfer
a total of 9,378 shares of our common stock to the purchasers of the promissory
notes issued by TVLC Finance, Inc. Mr. Thomas agreed to transfer these shares as
an accomodation to us. The transfer of Mr. Thomas' 9,378 shares of common stock
to the purchasers of the TVLC Finance, Inc. promissory notes is exempt from
registration under Section 4(1) and/or Section 4(2) of the Securities Act of
1933.

ITEM 27. EXHIBITS.

a. The following Exhibits are filed as a part of this registration
statement pursuant to Item 601 of Regulation S-B:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- --------------------- ------------------------------------------------------------
<C> <S>
1.0 Form of Underwriting Agreement**

1.2 Form of Representative's Warrant Agreement, including Form
of Representative's Warrant**

1.3 Form of Public Warrant Agreement**

3.1 Articles of Incorporation of Registrant**

3.2 Amendment to Articles of Incorporation of Registrant**

3.3 Certificate of Renewal of Charter Dated July 5, 1995**

3.4 Certificate of Renewal of Charter Dated February 2, 1998**

3.5 By-laws of the Registrant**

3.6 Amended and Restated Bylaws of the Registrant**

3.7 Amended and Restated Bylaws of the Registrant dated
November 26, 1999**
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- --------------------- ------------------------------------------------------------
<C> <S>
3.8 Articles of Incorporation of TrueVision Laser Center of
Albuquerque, Inc.**

3.9 Articles of Incorporation of TrueVision of Nevada, Inc.**

4.3 Specimen of Common Stock Certificate**

4.4 Specimen of Common Stock Purchase Warrant**

4.5 Form of 13% Promissory Note Due April 15, 2000**

4.6 Promissory Note dated November 30, 1999 to TVLC Finance,
Inc.**

4.7 Form of Common Stock Purchase Warrant**

4.8 Specimen of Unit Certificate**

5.0 Opinion of Gregory Bartko, Esq.**

10.0 Employment Agreement for John C. Homan Dated September 7,
1998**

10.1 Amended Employment Agreement for John C. Homan Dated August
25, 1999**

10.2 Consulting Agreement for Frank J. Seifert Dated August 23,
1999**

10.3 Amended and restated consulting agreement for Frank J.
Seifert dated December 13, 1999**

10.4 Amended and restated consulting agreement for Frank J.
Seifert dated December 23, 1999**

10.5 Non-statutory Stock Option Agreement for Frank J. Seifert
dated December 13, 1999**

10.6 Amended Non-statutory Stock Option Agreement for Frank J.
Seifert dated December 23, 1999**

10.7 Consulting Agreement for Howard P. Silverman Dated June 13,
1997**

10.8 Consulting Agreement for Howard P. Silverman Dated April 1,
1998**

10.9 Consulting Agreement for Howard P. Silverman Dated December
1, 1998**

10.10 Amended Consulting Agreement for Howard P. Silverman Dated
August 30, 1999**

10.11 Promissory Note by TrueVision International, Inc. to Howard
P. Silverman Dated September 30, 1999**

10.12 Form of Stock Purchase Warrant of the Registrant Dated
March 15, 1998**

10.13 1998 Incentive Stock Option Plan**

10.14 Form of Non-Statutory Stock Option Agreement**

10.15 Form of Stock Option Agreement**

10.16 Form of Stock Purchase Agreement Dated March 15, 1998**

10.17 Ophthalmologist Membership Agreement Dated February 20, 1997
Between TrueVision Laser Center of Albuquerque, Inc. and
Dr. Daniel R. Peters.**

10.18 Ophthalmologist Membership Agreement Dated April 3, 1997
Between TrueVision Laser Center of Albuquerque, Inc. and Dr.
Donald E. Rodgers**

10.19 Ophthalmologist Membership Agreement Dated August 16, 1999
Between TrueVision Laser Center of Albuquerque, Inc. and
Dr. Stuart Cooper**

10.20 Agreement Between TrueVision International, Inc. and New
Mexico Eye Clinics dated April 23, 1999**

10.21 Consent and Settlement Agreement entered into between
MTE/Triad, Inc. and the Securities Commission of the State
of Hawaii dated February 14, 2000.**
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- --------------------- ------------------------------------------------------------
<C> <S>
10.22 Agreement As Condition To Consent To Sublease Between the
Registrant and Metro Center Associates, LP Dated April 26,
1999**

10.23 Sublease Dated March 25, 1999 Between the Registrant and
Interim Healthcare, Inc.**

10.24 First Amendment to Sublease Dated April 15, 1999 Between the
Registrant and Interim Healthcare, Inc.**

10.25 Lease Agreement Dated September 12, 1995 Between Metro
Center Associates, LP and Dr. Stephen Graham, d/b/a
Albuquerque Corrective Eye Surgery, Inc.**

10.26 Addendum to Lease Agreement Between Metro Center Associates,
LP and Dr. Stephen Graham, d/b/a Albuquerque Corrective Eye
Surgery, Inc. Dated September 12, 1995**

10.27 Second Addendum to Lease Agreement Between Metro Center
Associates, LP and Dr. Stephen Graham, d/b/a Albuquerque
Corrective Eye Surgery, Inc. Dated January 8, 1996**

10.28 Assignment of Leasehold Interest With Consent of Landlord
Dated May 31, 1996 Between Metro Center Associates, LP;
Dr. Stephen Graham, d/b/a Albuquerque Corrective Eye
Surgery, Inc.; TrueVision Laser Center of Albuquerque, Inc.;
and TrueVision Laser Centers, Inc.**

10.29 Loan and Security Agreement Dated March 17, 1998 Between
TrueVision Laser Center of Albuquerque, Inc. and DVI
Financial Services, Inc.**

10.30 Acceptance Certificate Dated March 17, 1998 By TrueVision
Laser Center of Albuquerue, Inc. to DVI Financial Services,
Inc.**

10.31 Equipment Lease Dated July 21, 1999 Between Autonomous
Technologies Corporation and TrueVision International,
Inc.**

10.32 Equipment Sales and Royalty Agreement with VISX Dated June
25, 1999.**

10.33 Lease Agreement Dated July 21, 1999 Between Flamingo '84 LP,
d/b/a Phoenix Plaza III, and TrueVision International,
Inc.**

10.34 Office Building Lease Dated July 30, 1999 Between Rainbow
Corporate Center Limited Partnership and TrueVision
International, Inc.**

10.35 Stock Purchase Agreement and Plan of Reorganization Dated
February 23, 1998 Between the Registrant and TrueVision
Laser Center of Albuquerque, Inc.**

10.36 Management Continuity Agreement Dated September 7, 1998
Between John C. Homan and the Registrant**

21.0 Subsidiaries of the Registrant**

23.0 Consent of Gregory Bartko, Esq. (included in opinion filed
as Exhibit 5.0)**

23.1 Consent of Pannell Kerr Forster, Certified Public
Accountants, A Professional Corporation, San Diego,
California, independent auditors

24.0 Power of Attorney (included in Part II of the Registration
Statement under the caption "Signatures")**

27.0 Financial Data Schedule**
</TABLE>

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

* To be filed by amendment

** Previously filed

II-5
<PAGE>
ITEM 28. UNDERTAKINGS.

(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the undersigned Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the undersigned Registrant of expenses incurred or
paid by a director, officer or controlling person of the undersigned Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the undersigned Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(b) The undersigned Registrant in all instances will provide to the
Underwriter at the closing specified in the underwriting agreement certificates
in such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the undersigned Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be part of the registration statement as of the time it was
declared effective; and

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(d) The undersigned Registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

II-6
<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Albuquerque, New Mexico, on the 4th day of May, 2000.

<TABLE>
<S> <C> <C>
TRUEVISION INTERNATIONAL, INC.

By: /S/ JOHN C. HOMAN
-----------------------------------------
John C. Homan
CHIEF EXECUTIVE OFFICER
</TABLE>

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ JOHN C. HOMAN Chief Executive Officer and
------------------------------------------- Director (Principal Executive May 4, 2000
John C. Homan Officer)

* Executive Vice President and
------------------------------------------- Director May 4, 2000
Frank J. Seifert

* Chief Financial Officer
------------------------------------------- (Principal Financial and May 4, 2000
Allison Evans Accounting Officer)

* Director
------------------------------------------- May 4, 2000
C. Richard Hullihen

/s/ JOHN C. HOMAN
-------------------------------------------
*John C. Homan
As Power of Attorney
</TABLE>

II-7
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- --------------------- -----------------------
<C> <S>
1.0 Form of Underwriting Agreement**

1.2 Form of Representative's Warrant Agreement, including Form
of Representative's Warrant**

1.3 Form of Public Warrant Agreement**

3.1 Articles of Incorporation of Registrant**

3.2 Amendment to Articles of Incorporation of Registrant**

3.3 Certificate of Renewal of Charter Dated July 5, 1995**

3.4 Certificate of Renewal of Charter Dated February 2, 1998**

3.5 By-laws of the Registrant**

3.6 Amended and Restated Bylaws of the Registrant**

3.7 Amended and Restated Bylaws of the Registrant dated
November 26, 1999**

3.8 Articles of Incorporation of TrueVision Laser Center of
Albuquerque, Inc.**