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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

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

                  For the fiscal year ended September 30, 2002
                                            ------------------

                        Commission File Number: 333-46682

                NexGen Vision, Inc. (formerly K-1 Builders, Inc.)
                -------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Delaware                                    87-0659918
            --------                                    ----------
(State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

           1535 Oak Industrial Lane, Suite F, Cumming, Georgia  30041
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 (770) 886-3200
                                 --------------
                           (Issuer's telephone number)

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

                                      None

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

                                      None




Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  [X]  Yes  []  No

Indicate  by  check  mark if disclosure of delinquent filers in response to Item
405  of  Regulation S-B is not contained in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  X]

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State  issuer's  revenues  for  its  most  recent  fiscal  year.   $1,751,754

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) $19,187,750 as of January 9, 2003 computed using the
closing  price of the Class A common stock of NexGen, par value $.001 per share,
as  listed  on  the  Over-The-Counter Bulletin Board on the aforementioned date.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the latest practicable date. 5,570,000 shares of Class A common
stock  and  7,770,000  shares  of  Class  B  common stock were outstanding as of
January  9,  2003.

                       DOCUMENTS INCORPORATED BY REFERENCE


Not  applicable





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PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS.

ABOUT  NEXGEN  VISION,  INC.
----------------------------

     As  used in this Form 10-KSB "we", "our", "us" and "NexGen" refer to NexGen
Vision,  Inc.  and  its  subsidiaries unless the context requires otherwise. Our
mission  is  to  provide  state  of  the art technologies to the ophthalmic lens
industry  as  well  as providing our customers with high quality ophthalmic lens
products.  In  a few short years, we have grown rapidly, launching an ophthalmic
lens distribution business in January 1999, expanding our sales and distribution
of  ophthalmic  lenses  and  obtaining  the  exclusive  rights  to revolutionary
technology  from  our  research  and  development  partner,  Technology Resource
International  Corporation. We own the license to an automated prescription lens
casting  system  developed  by  Technology  Resource  International. We recently
introduced  this  lens casting system at industry trade shows and have generated
substantial  interest  from  potential customers. Additionally, we are currently
negotiating  a  significant  joint  venture  agreement  with an Australian based
company.  This joint venture, described below will purchase lens casting systems
directly from us together with the materials and supplies used by the systems to
make  ophthalmic  lenses.

     Our  principal  subsidiary  Cobra  Vision,  Inc., a Georgia corporation was
organized  in  1998  and  began  operations in January 1999 when it launched its
ophthalmic  lens line.  Recently, Cobra Vision signed a three year contract with
Corning  Incorporated  to  supply Corning  SunSensor  plastic sun sensitive lens
material for use in NexGen's lens casting systems which will permit us and users
of  these  systems  to  not only make clear plastic lenses but also photochromic
plastic  lenses.  Photochromic  lenses  are  lenses  that  darken  in  sunlight
permitting  the  user  to  avoid  having to have separate glasses for inside and
outside  in  sunlight.  Corning  introduced the first photochromic lenses in the
1960s  and  remains  a leader  in  this  field.

     We  also  own  99% of FB Optical, Inc., a Florida corporation, based in St.
Paul, Minnesota which, together with its predecessor, sells used ophthalmic lens
equipment  in  North  America  and  emerging markets overseas.  NexGen acts as a
holding  company  for these subsidiaries.  We expect to acquire the remaining 1%
of  FB  Optical  in  the  near  future.  See "Item 12. Certain Relationships and
Related  Transactions."

INDUSTRY  OVERVIEW
------------------

     For  optical  retailers,  premium  lenses  are  a  key selling point.  Lens
manufacturers  are  introducing  new  and  improved lens materials and designs -
polycarbonate  and  mid-and  high-index  lenses - and lens treatments, including
photochromic  and  anti-reflective  coatings.

     According  to  the Jobson State of the Market Report, total retail sales of
lenses  and  lens  treatments  through  all types of optical outlets constituted
approximately  $8.3  billion or 50.5% of the $16.5 billion optical retail market
in  2000.  Although dollars declined in 2001 to $15.9 billion, percent of lenses
and  lenses  treatments increased to 51.2%. Projected retail sales for 2002 were
$16.2  billion.


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     Increases  were  seen and projected by Jobson's VisionWatch consumer survey
for  total lens pairs sold during the three-year period ending in 2002. In 2001,
69.8  million  lens  pairs were sold; in 2002 about 73.3 million lens pairs were
projected to have been sold, a five-percent increase from the previous year. For
2003,  VisionWatch  forecasts just a 1.5-percent increase in lens pairs sold, to
74.4  million  pairs.

     According  to  Jobson,  in  2001  36.1%  of  lenses sold were single vision
lenses,  23.9% were bifocal or trifocal lenses and 37% were progressive addition
lenses.

     Traditional  hard  resin  plastic lens sales increased in 2001 and sales of
polycarbonate  lenses  remain strong. Polycarbonate lenses are impact resistant.
According  to  Jobson,  in  2001 57.7% of the lenses sold in retail outlets were
traditional hard resin plastic lenses representing 40.3 million pairs of lenses.
In  contrast  in  2001,  20  million  pairs  of  polycarbonate  lenses were sold
constituting  28.6%  of  the  market,  a  .8%  increase  over  the  prior  year.

     According  to  Jobson,  sales  of  photochromic  lenses  by  independent
dispensaries  increased  from 12 percent in 2000 to 20.9 percent or 14.5 million
pair in 2001. Any increase in photochromic sales can be directly attributable to
the introduction of new, better-performing products and fashion colors. With the
introduction  of new products in the photochromic category, Jobson predicts that
lenses  which  darken in sunlight to lead the next growth spurt in the spectacle
lens  market.

OUR  SOLUTION
-------------

     In  order to  become  a  market  leader in the ophthalmic lens business, we
believe  we  have  a  number  of  significant  advantages.

     OUR  PROPRIETARY  AUTOMATED  LENS  CASTING  SYSTEM.

     We  hold  the  worldwide license for the patented prescription lens casting
system.  We have exclusive rights except to the extent that Rodenstock possesses
any  rights.  We  expect  that  Rodenstock  will  release its rights in the near
future.  We  recently  introduced  the  system  at  industry  trade  shows  and
experienced  significant  positive  response.  Our  system  is  designed  for
high-volume  production and features no-gasket lens processing and print coating
technology.  Manufactured  for  us by leading third party manufacturers, we will
generate  revenues not only from sales of our lens casting systems but also from
the  sales  of lens materials, coatings and other supplies used in manufacturing
ophthalmic  lenses  from  our systems.  In effect, it is a razor and razor blade
approach.  Our  proprietary  lens  casting  system  is compact, takes up limited
space,  can  produce  a  pair  of  lenses  in  10 minutes, is substantially more
efficient  to  operate  than  its  competitors  and  is  competitively  priced.

     OUR  RELATIONSHIP  WITH  CORNING.

     Corning  Incorporated  has  long  been  a  leader  in  the  ophthalmic lens
industry. It is known throughout the world for its high quality ophthalmic glass
products.  As  a  leader  in  the  photochromic  lens  market,  it has developed
innovative  SunSensors  plastic  sun-sensitive lens material for use in NexGen's
proprietary  prescription  lens  casting  system.

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Users  of  our  systems  will  be  able to use Corning's proprietary material in
producing  high  quality  photochromic  lenses.  Corning,  whose common stock is
listed  on  the  New York Stock Exchange, has significant financial strength and
sales  and  marketing expertise which we believe it will devote to promoting the
Corning  SunSensors  plastic  sun-sensitive  lens  material.

     In  addition,  we  and  our  research  and  development partner, Technology
Resource  International,  are  currently  discussing  additional  research  and
development  projects  with  Corning which should have commercial potential.  We
expect  that  the  first  project  will permit Corning and NexGen to introduce a
commercially  viable  product  in  2003.

     OUR  RELATIONSHIP  WITH  TECHNOLOGY  RESOURCE  INTERNATIONAL.

     We  have  entered  into a Research and Development and a Technology License
Agreement  with Technology Resource International which provides us with the use
of that company's substantial intellectual property resources including its team
of  in-house  chemists  and  engineers  in exchange for our payment of fees. The
Research  and  Development Agreement covers the calendar years 2002 through 2006
and  provides  us  with  up  to 4,000 hours of research and development services
relating  to ophthalmic lenses during each year. During this five-year period we
have  an  exclusive right to all of the technology developed under the Agreement
insofar  as it relates to ophthalmic lenses. Our exclusive rights continue after
2006  as  long  as  we  continue  to  pay  the  minimum  royalties due under the
Agreement.  The  Technology  License  Agreement  provides  Cobra  Vision with an
exclusive license (except as to Rodenstock as described above) of the technology
developed  under  the  Research  and  Development  Agreement.  The  term  of the
technology  license agreement expires after the expiration of all patents issued
to  Technology  Resource  International, both existing and those developed under
the  Research  and  Development  Agreement.

     We have a close working relationship with Technology Resource International
and  are  moving  into  new  offices  in a building owned by Technology Resource
International.  Additionally,  Dr.  Kai  Su,  president  of  Technology Resource
International is acting as our chief technology officer, and Technology Resource
International  is  a  significant  stockholder  of  NexGen.

     We  believe  that this relationship with Technology Resource International,
which developed our proprietary prescription lens casting system and the ability
to  cure  Corning's  NexGen  dye,  provides  us  with  a significant competitive
advantage.

     OUR  MANAGEMENT  TEAM.

     Cobra  Vision  has compiled a management team consisting of executives with
substantial  experience  in  the  ophthalmic  lens  industry. These persons have
expertise  in the sales and distribution of ophthalmic lenses, manufacturing and
research  and  development. Their skills have permitted us to initially grow our
ophthalmic  lens  distribution  business  and acquire the technology to roll out
lens  casting  systems  as  well  as  other  innovative  products.


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OUR  STRATEGY
-------------

     LAUNCH  AND  ROLL  OUT  OUR  PROPRIETARY  AUTOMATED  LENS  CASTING  SYSTEM.

     We  expect to launch our proprietary automated lens casting system in early
2003.  This  system is fully developed and has been introduced to the commercial
market  at trade shows and received enthusiastic acceptance.  We have delayed in
accepting  purchase orders as we concentrated our efforts on obtaining necessary
financing  in order to meet purchase order commitments.  With the closing of our
recent private placement in mid-December 2002, as well as our continuing efforts
to raise substantial additional capital from an institutional private placement,
we  believe  we  are in a position to commercialize this business model in 2003.
NexGen  has  launched  the  process  to build the first five casting systems for
delivery  to  customers  and  to  build the initial inventory of lens materials,
coatings  and  supplies  to  support  the  systems.

     We  are  currently negotiating a joint venture agreement with an Australian
company  in  Australia,  New Zealand and neighboring islands.  We have agreed in
principal  with  our  Australian partner that we will own approximately a 28% in
the  joint venture.  Our partner will fund the joint venture with $1,500,000 and
we  will  provide  exclusive distribution rights to our proprietary lens casting
technology system for Australia, New Zealand and nearby South Pacific islands in
exchange  for an up-front payment to us of $500,000.  Additionally, we will sell
to  the joint venture our lens casting systems and consumables at discounts from
list  price  from  our prevailing list prices over the term of the agreement. We
expect  to  receive  a  purchase order from the joint venture for two systems by
January 2003.  In order to maintain exclusivity, the joint venture must purchase
at  least  200 lens casting systems from us through 2005.  Additionally, we will
issue  200,000  shares of our Class A common stock to the joint venture and have
agreed  to  issue  our partner warrants to purchase 110,000 shares of our common
stock  at  $4  per  share  over  a  five-year  period.

     DEVELOP  OUR  RELATIONSHIP  WITH  CORNING.

     Our  three-year  agreement through which Corning is supplying its SunSenors
plastic sun-sensitive lens material for use in our proprietary prescription lens
casting  systems  is  the  first  step  in  what  we believe will be a series of
projects  which  will be commercialized by Corning and NexGen.  We are currently
discussing  with  Corning a number of research and development projects.  If any
lead  to  agreements,  Technology  Resource  International,  our  research  and
development  partner,  will  provide research and development services for joint
projects between  NexGen  and  Corning.  Depending  upon the product, if any are
marketed,  we  will  either  sell  them  to  Corning or we will market Corning's
products.

     EXPAND  OUR  DISTRIBUTION  OF  POLYCARBONATE  LENSES.

     We  have  derived  our  principal  revenues  to  date  from  the  sale  of
polycarbonate lenses, primarily to wholesale laboratories and on a private label
basis  to  ophthalmic  lens  companies.  Polycarbonate lenses are plastic lenses
which  are  impact  resistant.  We  believe  that  polycarbonate lenses hold the
second  largest  market  share  in  the  ophthalmic  lens  business.  We are the
exclusive  supplier  of  polycarbonate lenses manufactured in Taiwan by Polylite
Taiwan  Co.,  Ltd.  Because  its  current plant operates at approximately 93% of
capacity,  we  have not been able to expand our sales of its products by selling
directly to large retail ophthalmic chains.  We have been engaged in discussions

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with  Polylite  for a substantial period of time concerning establishing a joint
venture  in  Taiwan.  The  joint  venture  would acquire and equipment and a new
plant to be operated by the joint venture.  Our investment bankers have begun to
explore  potential  financing  sources  with  third  parties  who  specialize in
developing  and  financing  manufacturing  plants.  In  addition to building and
installing  a  new  injection  molding  system  to  permit  the  production  of
polycarbonate  lenses  by the joint venture, it would also manufacture polarized
lenses  which  are  used  in  sunglasses  and  reduce  glare and sharpen images.
Polylite  is  currently selling these polarized lenses in Asia, and Cobra Vision
would  market  them  in  North  America.

OUR  PRODUCTS
-------------

     OUR  PRESCRIPTION  LENS  CASTING  SYSTEM.

     Developed  by a team headed by Dr. Kai Su, our chief technology officer, at
Technology  Resource  International  and  licensed  to  us,  our  proprietary
prescription  lens  casting system allows in-house laboratories and large retail
chains  to cast single vision, flat top bifocal, and progressive addition lenses
to  prescription in less than 10 minutes. It also is capable of casting plastic,
mid-index  and high-index monomer lenses. Because polycarbonate impact resistant
lenses  can  only be produced from pellets which require large injection molding
manufacturing  lines,  these  systems  cannot  produce  polycarbonate  lenses.

     Currently,  laboratories  grind prescription lenses from thick lens blanks.
These  lens  blanks  must  be  inventoried, marked, blocked, ground and polished
before  delivery  to  a  customer.  NexGen's  proprietary  lens  casting systems
eliminate these expensive and time-consuming steps. Other advantages of NexGen's
lens  casting  systems  are:

-    systems are small are require approximately 120 square feet of floor space;

-    speed;

-    by  not using gaskets, the time and expense involved in cleaning the system
     and  molds  after  each  use  is  significantly  reduced;

-    the  system  can  use  Technology Resource International's proprietary lens
     tinting  process  which  allows  the  user  to  apply a specific fixed tint
     without  using  a  tinting  bath;

-    the  system  uses  Technology  Resource  International's  proprietary print
     coating  technology  which  substantially reduces the cost in finishing the
     lenses;  and

-    NexGen's  systems  are  relatively  inexpensive  (retailing  at  $167,500)
     compared  to  systems  used  by  ophthalmic  laboratories.

We  introduced  our  lens  casting  system  at  trade shows in 2002 and received
enthusiastic  responses  each  time.

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     As  disclosed  below, we expect to begin commercializing this technology in
January  2003  by receiving a purchase order from an Australian joint venture in
which  we  will  hold an approximately 28% minority interest.  We also expect to
begin  to  accept  purchase  orders from other companies in the first quarter of
2003.  We  expect  that  we  will begin recognizing revenue from the delivery of
these  machines in the second quarter of 2003 and that our principal revenues in
2003 will be derived from sales of these systems and the consumables used in the
operations  of  these systems.  Although we expect significant revenues from the
sales  of  the  systems, our business model is premised upon a razor/razor-blade
approach  in  which the sale of consumables is expected to materially exceed the
revenues  and  profit  recognized  from  the  sale  of  systems.

     THE  AUSTRALIAN  JOINT  VENTURE.

     We  have reached an understanding with an Australian company that that will
have  exclusive  distribution  rights in Australia, New Zealand and nearby South
Pacific  islands.  We  expect  to  finalize  the  joint venture and enter into a
distribution  agreement  with  the  Australian  company  in  January  2003.  The
principal  terms  of  these  agreements  are:

     -    the  joint  venture  will  have the exclusive rights to distribute our
          lens  casting  systems  in  Australia,  New  Zealand  and nearby South
          Pacific  islands;

     -    we  will  issue the joint venture 200,000 shares of our Class A common
          stock  in  exchange  for  an  interest  in  the  joint  venture;

     -    our  Australian  partner and associates, will receive an approximately
          28%  interest in the joint venture and a five-year warrant to purchase
          110,000  of  our  Class  A  common  stock  at  $4  per  share;

     -    in exchange for obtaining the exclusive distribution rights, the joint
          venture  shall  pay us $500,000 and issue us an additional interest in
          the  joint  venture  bringing our total interest to approximately 28%;

     -    our  Australian  partner will raise $1.5 million for the joint venture
          in  exchange  for  an  approximately  33%  interest;

     -    the  remaining  10%  interest  will  be  issued  to  Jesup  & Lamont's
          Securities  Corporation,  our investment bankers, which introduced the
          Australian  venture  partner  to  us  and played a significant role in
          negotiating  the  joint  venture;

     -    we will have a right of first refusal to purchase any of the interests
          of  any  of  the  other  venture  partners;

     -    the joint venture will issue at an initial purchase order for two lens
          casting  systems  in  January  2003;  and

     -    we  will  sell  the  joint  venture casting systems and consumables at
          prearranged  discount for list prices, as in effect from time to time;


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     The distribution agreement will provide that in order to maintain exclusive
distribution rights, the joint venture must purchase 200 lens casting systems by
the  end of 2005 (with increasing amounts in each of 2003, 2004 and 2005) and 40
systems  each  year  thereafter  until  350  systems  have  been  purchased.  In
addition, the joint venture must purchase a minimum dollar amount of consumables
each  year rising to $10,400,000 in 2005 and $12,000,000 each year thereafter in
order  to  maintain  exclusivity.  There can be no assurances that we will enter
into  this  joint  venture.

     OUR  RELATIONSHIP  WITH  CORNING.

     In  September  2002, we entered into an agreement with Corning providing us
with  a  three-year  supply  agreement  to  use  Corning's  SunSenors  plastic
sun-sensitive  lens  material  in  our  lens casting systems.  This provides the
ophthalmic industry with the opportunity to cast Corning's patented photochromic
lens  material  to  individual  prescriptions.  We expect that users of our lens
casting  systems will begin placing purchase orders during the second quarter of
2003.

     In  addition,  we have been discussing with Corning's management additional
joint  research  and  development projects. We expect to commercialize the first
product  from  this  joint research and development effort during 2003 and begin
generating  revenue  from  it.

     OUR  DISTRIBUTION  OF  POLYCARBONATE  AND  OTHER  PLASTIC  LENSES.

     Our  principal  revenues  to  date  have  been  derived  from  the  sale of
polycarbonate  and,  to  a  lesser  extent, glass lenses which business began in
1999.  We  are  the exclusive North American distributor of polycarbonate lenses
for  Polylite  Taiwan,  a  Taiwan based manufacturer.  Polylite manufactures GIA
Crystal  lenses  which  we  believe  are  the most advanced polycarbonate lenses
available.  All  GIA  Crystal  lenses  feature  an  advanced  flat base aspheric
design,  which  can  deliver  twenty/twenty  acuity  to 30 degrees off access, a
feature  not found in most competitive brands.  In 2001, we expanded our line of
lenses to include glass lenses manufactured by Buchmann Glass and two additional
lenses manufactured by Polylite.  The first are GIA Crystal progressive addition
lenses  which  permit  the user to have different prescriptions for near and far
distances  without  the  lines  apparent  when one looks at bifocal and trifocal
lenses.  The  third  product  we added in 2001 is an anti-reflective GIA Crystal
polycarbonate  lens  manufactured  by  Polylite.

     Our  Atlanta,  Georgia  area  facility  contains  a  large  inventory  of
polycarbonate  and  glass  lenses.  Through automated technology, we are able to
quickly  fill  and  ship  all  orders  from  this inventory in order to meet our
customer's needs. Because our principal revenues have been derived from the sale
of  polycarbonate  lenses,  we  have  had  to  limit  our sales because Polylite
presently  operates  at  93%  capacity.

     THE  PROPOSED  TAIWAN  MANUFACTURING  JOINT  VENTURE.

     In  order to alleviate Polylite's capacity problem, we have been engaged in
discussions  with  Polylite  relating  to the formation of a joint venture which
would  fund,  build  and  equip a manufacturing plant in Taiwan. Through Jesup &
Lamont, our investment bankers, we have been engaged in discussions with several
funding  sources  that  specialize in funding manufacturing plants. Assuming the
financing  is obtained, the material points of the proposed joint venture are as
follows:

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     -    we  would contribute $6,000,000, likely from a combination of debt and
          equity  provided  by  third  parties;

     -    we  will  own  75%  and  Polylite will own a 25% interest in the joint
          venture;

     -    the  time  schedule  being  discussed  contemplates  an  April  2003
          commencement  date  for land acquisition and construction and an eight
          month  period  of  time  to  build  and  equip  the  plant;

     -    the  plant  would commence manufacturing and filling orders in January
          2004;

     -    the  Cobra  Vision  would  have the exclusive rights to distribute the
          lenses  in  North  America;  and

     -    profits  would  be  shared  on  a 75-25 basis after paying Polylite an
          agreed  upon  operating  fee.

Operation of the Taiwan joint venture is subject to execution of a written joint
venture  agreement  which  is  yet  to  be  drafted  and,  more importantly, our
obtaining  the  necessary  financing.  We cannot assure you that we will achieve
both  of  these objectives.  Without creation of this joint venture, our ability
to  significantly  expand  our  lens  distribution  business  will  be  severely
hampered.

OUR  FB  OPTICAL  OPERATION
---------------------------

     In  November  2001,  we  acquired  99%  of  FB  Optical  from a corporation
controlled  by  one  of  our  principal stockholders, Mr. Alberto Burckhardt, in
exchange  for  the issuance of 4,357,500 shares of Class B common stock.  We are
in  the  process  of  acquiring  the  remaining  1%.

     FB  Optical  is  in  the  business of refurbishing and selling used optical
equipment  to  customers located in the United States, Russia, India, the former
Soviet  Republics,  and  other  emerging  markets.  Its  revenues  have not been
material  to  date.  See  Note  N  to  "Financial  Statements."

CUSTOMERS  AND  MARKETING
-------------------------

Our  customers  are  independent  optical  laboratories, retail chains and large
companies  engaged  in  the  ophthalmic lens business for which we private label
polycarbonate lenses.  Finally, our proposed new Australian joint venture may be
a  significant  customer.

     We  employ  a  team  of  sales  professionals  who  market  our services to
independent laboratories and retail chains across the country.  Once we are able
to  solve our capacity requirements, we believe our sales and marketing team can
market  our  products  to  large retail chains located in the United States.  We
have 10 sales professionals under the direction of Cobra Vision's vice president

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of  sales  and marketing.  Each sales professional is responsible for an area of
the  United  States  and  each  is compensated on a commission basis.  While our
independent  sales  representatives carry other product lines, they do not carry
competing  lines  and  are  fully  trained  in  all the features, advantages and
benefits  of  our  products.

     We also rely heavily on trade shows to demonstrate our new technologies and
products.  Apart  from  sales  to  large  potential  customers like our proposed
Australian  joint  venture  partner  and  Corning, Cobra Vision intends to build
market  share by focusing on key accounts that it believes will most quickly and
significantly  bring  returns  on  its investment, while not tying it to any one
customer.  These  targeted  accounts  will  receive  commercial samples, videos,
demonstrations,  and  other  materials ahead of other accounts and will have the
opportunity  to  reserve  production  before  all  others.  Because  we  see our
customers as our partners, we will work closely with all accounts to assure that
their  needs  are  fulfilled  quickly,  and  efficiently.

     To  date  one customer, Pentax Vision, Inc., has comprised more than 10% of
our  revenues  in 2002. Going forward although we expect its sales will continue
to  grow,  we  do  not  expect  that  Pentax  will comprise more than 10% or our
revenues  in  2003,.

TECHNOLOGY  RESOURCE  INTERNATIONAL  AGREEMENTS
-----------------------------------------------

     NexGen plans to pursue opportunities to enter into licensing, distribution,
and  joint  venture  agreements  in  order  to  further develop its business. To
further  this  goal,  Cobra Vision has entered into Research and Development and
Technology  License  Agreements with Technology Resource International.  Dr. Kai
Su,  chief  executive  officer of Technology Resource International is our chief
technology  officer.

The  key  aspects  of  the  Research  and  Development Agreement are as follows:

     -    Technology  Resource  International  shall  provide the 4,000 hours of
          research  and development services pertaining to ophthalmic lenses and
          related  equipment  and accessories during each of calendar years 2002
          through  2006;

     -    Cobra  Vision  shall  obtain  exclusive  rights  to  the  research,
          development and design work and all technology know-how resulting from
          this  work as long as it meets its obligations under both the Research
          and  Development  and  the License Agreements including the payment of
          minimum  royalties;

     -    Cobra  Vision  was  required  to  and  has  paid  Technology  Resource
          International  $600,000  in  fees  for  2002;

     -    Cobra  Vision  is  required  to pay Technology Resource International,
          $350,000  in  each  of  the  succeeding  calendar  years  through 2006
          including  $150,000  in  January  of  each  year;

The  following  are  the  material  provisions  of  the  License  Agreement:

                                       11
<PAGE>

-     Cobra  Vision  obtained  a  worldwide  license  to  all  trade  secrets,
technologies  and other ophthalmic related proprietary information including all
patents  of  Technology  Resource International which provides Cobra Vision with
the  right  to  use  this  intellectual  property  to  manufacture and sell lens
manufacturing  equipment, accessories and replacement parts and molding supplies
used  to  manufacture  lenses;

     -    The license terminates upon the latter of expiration of all patents or
          other  intellectual  property  developed  by  Technology  Resource
          International.

     -    We  were  obligated  to  pay  a commitment fee of $1,000,000 which was
          satisfied  by  the  issuance of 1,100,000 shares of our Class A common
          stock  to  Technology  Resource  International  in  September  2002;

     -    Previously,  we  paid  Technology  Resource International $700,000 for
          research  and development services, consisting of $250,000 in cash and
          $450,000  of  units  in  a  prior  private  placement.

     -    We  will  pay  royalties to Technology Resource International equal to
          the  greater  of  25% of the gross profits from the sale of equipment,
          products and supplies derived from the license technologies and 75% of
          any  royalties  received  from  third parties; or minimum royalties of
          $350,000  per  year  beginning  in  2003.

We  are  using  this licensed technology to manufacture and market the automated
lens  casting  systems.

POLYLITE  TAIWAN
----------------

     Cobra  Vision  plans to expand and grow its polycarbonate lens distribution
business  segment.  Polylite, a Taiwanese manufacturer, plays an important role.
Currently,  Polylite is the sole manufacturer for the polycarbonate lenses Cobra
Vision distributes.  This accounts for approximately 40% of Polylite's business.
Replacing Polylite may have a material and adverse impact on Cobra Vision unless
we  have  at  least  six  months notice.  Polylite's existing facility is now at
about  93%  of  capacity,  which  also  can  affect  our  future  business.

     Cobra  Vision  and  Polylite  have  entered  into  a Distribution Agreement
granting  Cobra  Vision  exclusive distribution rights in North America. It is a
two-year  agreement  renewable  year  to  year  thereafter.  If  after two years
Polylite  decides  not  to  renew,  Cobra  Vision  has  the  right to maintain a
non-exclusive  right  to  distribution for an additional period of four years as
long  as  Polylite  continues  to  manufacture  the existing products or similar
products.  The  Distribution  Agreement  may  be terminated by Polylite if Cobra
Vision  is  in default for more than three months of any payment due to Polylite
or  if  Cobra  Vision  materially  breaches  the Distribution Agreement and such
breach  is  not  cured  within  90  days  after  notice  is  given.

     Cobra  Vision owes Polylite $2,200,000 as payment for inventory and support
of  Cobra Vision's marketing efforts in North America. The $2,200,000 is payable
in  installments.  While this sum is currently past due, the parties have orally
agreed  to  extend  the  terms.


                                       12
<PAGE>

     Polylite  and  Cobra  Vision plan to enter into the joint venture described
above  if  we  can  obtain  the  necessary  financing.

OUR  COMPETITORS
----------------

     Our lens casting system has many advantages over competitors' products, and
we  are  focusing  on  these  advantages  to  differentiate  the  system  in the
marketplace.  Our  lens  casting  system  does not use gaskets and can produce a
clear finished lens in less than 10 minutes and a photochromic lens in less than
20  minutes.  We  are  targeting retail operations and wholesale laboratories as
potential  customers.  There  were  many  obstacles  that  were  overcome in the
development  of  this  process  that  places  this system far ahead of any other
technology currently available in the market.  Air bubbles have been eliminated,
index  of  refraction  variability  due  to  stress  has  been reduced far below
industry  standards,  a  non-caustic  mold  cleaning process has been developed,
rejects  due to improper gasket matching have been eliminated, a mold protection
and  orientation  system  has been developed and the print coat process has been
incorporated.  Our  proprietary  lens  prescription  lens  casting  system  has
significant  cost, quality and technical advantages over casting systems offered
by  the  competition.

     In  its  sales and distribution of ophthalmic lenses, Cobra Vision competes
in  two aspects of its business. As a distributor, the GIA Crystal polycarbonate
lenses  it  sells,  compete  for  market share with lenses manufactured by third
parties.  Cobra  Vision  competes  with  other  distributors  and companies that
manufacture their own lenses. In the photochromic and lens casting segments, the
competition  has  established market share and a presence in the market. Many of
the competitors have greater financial resources and management depth. They also
enjoy  well-established  reputations and branded products. Cobra Vision believes
it  will  be  able  to  compete  based  on  the  following  factors:

-    TACTICAL  ADVANTAGE  -  Cobra  Vision's  size  can  be  used  as a tactical
     advantage. It can typically react to market conditions and customers faster
     than  its  larger  competitors.

-    POLYCARBONATE - The GIA Crystal polycarbonate lens has many advantages over
     competitors'  products,  and  Cobra  Vision  focuses on these advantages to
     differentiate  its  product  in  the  marketplace.  The GIA lens is crystal
     clear,  crystal  sharp,  and  crystal  hard.  At  present,  there  are  no
     competitive  products  that  can  substantiate all three claims in the same
     product.

     -    CRYSTAL  CLEAR  - The GIA crystal lens process removes impurities that
          cause  polycarbonate to have a gray and/or blue tint. These impurities
          cause  lens-to-lens  manufacturing  inconsistency and detract from the
          appearance  of polycarbonate lens edges. This is an important cosmetic
          issue  with  customers.

     -    CRYSTAL  SHARP  -  The  GIA  crystal  lens process and design improves
          optical  performance of polycarbonate lenses. Reduced stress minimizes
          index  of  refraction variability throughout the lens. Aspheric optics
          were incorporated in high minus and plus GIA crystal lenses to improve
          off  axis  visual acuity. The major polycarbonate brands in the market
          can  deliver  20/20  visual  acuity  on axis through the center of the
          lens;  however,  off-axis  visual  acuity  declines  to 20/60. The GIA
          crystal  lens  delivers  20/20  visual  acuity to 30 degrees off-axis.


                                       13
<PAGE>

     -    CRYSTAL  HARD  -  The  major  brands  of  polycarbonate  lenses  are
          susceptible  to  scratching.  Lens  scratching  is  a  major  cause of
          rejection  in  lens  processing  which significantly reduces yield and
          increases the production cost of polycarbonate lenses. Lens scratching
          is  also one of the three top complaints from customers. Polycarbonate
          lenses  comprised  20.4% of the 77.6 million pairs of spectacle lenses
          sold  in  the  United  States  in  1999  and  probably exceeded 29% of
          spectacle  lenses  sold  in  2002.

     The  cast  to  prescription  market is in its infancy. It is estimated that
less  than  4%  of  all  lenses  are  cast to prescription by wholesale labs and
retailers.  There  are  only  three companies with significant efforts to market
cast  to prescription systems; Nexgen, Optical Dynamics Corp. and Opticast, Inc.

     Optical  Dynamics  Corp.  is  the  market leader and was first to enter the
market. They produce three different systems targeted at small, medium and large
customers. Their systems use gaskets and have limited lens coating capabilities.

     Opticast,  Inc.  ranks  second  in  the  cast  to prescription market. They
provide small volume, inexpensive manual systems targeting low volume customers.
Their  system  uses  gaskets  and  have  limited  lens  coating  capabilities.

GOVERNMENT  REGULATION
----------------------

     Under  United  States  Food and Drug Administration rules, Cobra Vision has
registered  as  a  medical  device  distributor.

OUR  EMPLOYEES
--------------

     We  currently  have  14  full-time  employees.  None  of  our employees are
represented  by a union or other collective bargaining organization. We consider
our  relationships  with  our  employees  and  independent  contractors  to  be
satisfactory  and  have  historically  experienced  low  employee  turnover.

ITEM  2.  DESCRIPTION  OF  PROPERTY.

     We  currently  conduct  operations  in  a 6,250 square foot leased facility
located  at  1535  Oak Industrial Lane, Suite F, Cumming, Georgia. This facility
houses  our  executive offices as well as the warehouse, and distribution center
for  Cobra Vision. Because our current facility is too small, in January 2003 we
plan  to  move  NexGen's  executive  offices  as  well  as all of Cobra Vision's
operations  to  1525  Bluegrass  Lakes  Parkway,  Alpharetta,  Georgia.  We  are
currently  reviewing  a five year lease of this space with a five year option to
renew. The new facility is approximately 26,000 square feet, and we expect it to
adequately meet our current needs for office, manufacturing and warehouse space.
The  building  is  owned  by  our  research  partner,  Technology  Resource

                                       14
<PAGE>

International,  which  occupies  the  other  half  of  the building.  FB Optical
conducts  operations  from  an  18,000  square foot leased facility located at 4
Central  Avenue South, St. Stephen, Minnesota.  NexGen has an option to purchase
the building in exchange for assuming the existing mortgages in an amount not to
exceed  $100,000.

ITEM  3.  LEGAL  PROCEEDINGS.

     We  are  not  a  party  to  any  material  litigation.

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

     No  matters  were  submitted  to a vote for our security holders during the
fourth  quarter  of  the  year  ended  September  30,  2002.

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

     The  following  table  sets  forth, for the periods indicated, the range of
quarterly  high  and  low  representative  market  prices for our Class A common
stock.  These  securities  began  trading on the Over-the-Counter Bulletin Board
under  the  symbol NXGV.OB on April 19, 2002.  There is no public market for our
warrants.

                                                    High            Low
CLASS  A  COMMON  STOCK

Quarter  ended  June  30,  2002                   $ 10.50          $  0.15
Quarter  ended  September  30,  2002              $  2.75          $  1.10
Quarter  ended  December  31,  2002               $  4.75          $  1.30


HOLDERS

     As  of  January  9,  2003,  there were 76 holders of record  of our Class A
common  stock  and  60  holders  of  our  warrants.


DIVIDEND  POLICY

     We have never paid cash dividends on our common stock. Payment of dividends
is  within  the  discretion  of  board  of  directors  and  will depend upon our
earnings, capital requirements and operating and financial condition. Currently,
we  intend  to  follow a policy of retaining future earnings in order to finance
the  growth  and  development  of  our  business.

                                       15
<PAGE>


SALES  OF  UNREGISTERED  SECURITIES  FOR  THE  YEAR  ENDED  SEPTEMBER  30, 2002.

     During  the fiscal year ended September 30, 2002, the following persons and
entities  acquired  shares of stock and other securities from us as set forth in
the table below. We sold the securities listed below in reliance upon exemptions
from registration pursuant to Section 4(2) of the Securities Act of 1933 and for
accredited  investors  also  under  Rule  506  thereunder.

<TABLE>
<CAPTION>

<S>                           <C>                         <C>                                        <C>


                                                                                                 CONSIDERATION
 SECURITY HOLDER         DATE OF SALE      AMOUNT AND CLASS OF SECURITIES SOLD                     RECEIVED
----------------------  -----------------  -------------------------------------------    ----------------------------------
Jose Lorenzo Arzuaga     June 21, 2002     90,000 shares of Class A common stock          $135,000
                                           90,000 warrants
----------------------  -----------------  -------------------------------------------    ----------------------------------


Hermann Burckhardt       July 1, 2002      105,000 shares of Class A common stock         Cancellation of $157,500
                                           105,000 warrants                               note
----------------------  -----------------  -------------------------------------------    ----------------------------------

Jose Luis Collazo        April 27, 2002    330,000 shares of Class A common stock
                                           330,000 warrants                               $495,000
----------------------  -----------------  -------------------------------------------    ----------------------------------

Jose Luis Collazo        June 12, 2002     30,000 shares of Class A common stock
                                           30,000 warrants                                $45,000
----------------------  -----------------  -------------------------------------------    ----------------------------------

Phillip D. Epperson      May 3, 2002       15,000 shares of Class A common stock
                                           15,000 warrants                                $22,500
----------------------  -----------------  -------------------------------------------    ----------------------------------

Edward J. Firchak, Jr.   July 1, 2002      15,000 shares of Class A common stock
                                           15,000 warrants                                $22,500
----------------------  -----------------  -------------------------------------------    ----------------------------------

John Kasmer Jung         April 15, 2002    15,000 shares of Class A common stock
                                           15,000 warrants                                $22,500
----------------------  -----------------  -------------------------------------------    ----------------------------------

Gary T. Lafferty         July 1, 2002      60,000 shares of Class A common stock          Cancellation of $90,000
                                           60,000 warrants                                note
----------------------  -----------------  -------------------------------------------    ----------------------------------

Frederick G. Lenertz     May 15, 2002      90,000 shares of Class A common stock
                                           90,000 warrants                                $135,000
----------------------  -----------------  -------------------------------------------    ----------------------------------

D. Randy Mosley          July 1, 2002      30,000 shares of Class A common stock
                                           30,000 warrants                                $45,000
----------------------  -----------------  -------------------------------------------    ----------------------------------
D. Randy Mosley          July 1, 2002      30,000 shares of Class A common stock
Revocable Trust                            30,000 warrants                                $45,000
----------------------  -----------------  -------------------------------------------    ----------------------------------

Thomas E. Mulhern        July 1, 2002      15,000 shares of Class A common stock
                                           15,000 warrants                                $22,500
----------------------  -----------------  -------------------------------------------    ----------------------------------

Marcella Kay Neil        April 15, 2002    15,000 shares of Class A common stock
                                           15,000 warrants                                $22,500
----------------------  -----------------  -------------------------------------------    ----------------------------------

Dr. David P. Parupsky    April 15, 2002    30,000 shares of Class A common stock
                                           30,000 warrants                                $45,000
----------------------  -----------------  -------------------------------------------    ----------------------------------


Technology Resource      July 1, 2002       300,000 shares of Class A common stock        Cancellation of $450,000
International                               300,000 warrants                              note
Corporation
----------------------  -----------------  -------------------------------------------    ----------------------------------
 Technology Resource    September 30, 2002  1,100,000 shares of Class A common stock      Payment of $1,000,000
International
Corporation
----------------------  -----------------  -------------------------------------------    ----------------------------------

ARB Investment           April 10, 2002     4,387,500 shares of Class B common stock      Exchange of  shares in connection
Enterprises, Ltd.(1)                                                                      with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Brad L. Beatty           April 10, 2002     70,000 shares of Class B common stock         Exchange of  shares in connection
                                                                                          with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

(1)  Mr.  Herman  Burckhardt,  the  president  of  NexGen,  is  deemed to be the
beneficial  owner  of 2,071,250 shares of Class B common stock which are held by
ARB  Investments,  Ltd.,  a  limited  partnership  controlled by Mr. Burckhardt.

                                       16
<PAGE>


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

Susan Lee Bradford       April 10, 2002    7,500 shares of Class B common stock           Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Connie Anne Clark        April 10, 2002    7,500 shares of Class B common stock           Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Peter DeVine             April 10, 2002    30,000 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Janet Elaine Dougher     April 10, 2002    20,000 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Sandra L Dougher         April 10, 2002    20,000 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Steven Duncan            April 10, 2002    30,000 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Drew A. Eichelberger     April 10, 2002    50,000 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Santiago Eljaiek, III    April 10, 2002    12,500 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Phil Epperson            April 10, 2002    70,000 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

E. James Gawinski        April 10, 2002    30,000 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Gary T. Lafferty         April 10, 2002    2,350,000 shares of Class B common stock       Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------


                                       17
<PAGE>

Lester W. Lafferty       April 10, 2002    150,000 shares of Class B common stock         Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Eugene T. Morrison       April 10, 2002    250,000 shares of Class B common stock         Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Llewellyn H. Morrison    April 10, 2002    70,000 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Valerie Elaine Orberson  April 10, 2002    7,500 shares of Class B common stock           Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Allison Lynn Roberson    April 10, 2002    7,500 shares of Class B common stock           Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Lewis Tankersly          April 10, 2002    30,000 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Michael D. Tatum         April 10, 2002    50,000 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

Jack Wissner             April 10, 2002    50,000 shares of Class B common stock          Exchange of shares in
                                                                                          connection with reverse merger
----------------------  -----------------  -------------------------------------------    ----------------------------------

</TABLE>



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

     The  following  discussion  of  our  financial  condition  and  results  of
operations  should  be  read  together with the financial statements and related
notes  included  in  this  Report.  This  discussion  contains  forward-looking
statements  that  involve risks and uncertainties. Our actual results may differ
materially  from  those  anticipated  in  those  forward-looking statements as a
result  of certain factors, including but not limited to, those contained in the
discussion  on  forward-looking  statements  that follows this section and those
contained  in  "Special  Factors  Relating  to  Our  Business and Common Stock".

                                       18
<PAGE>


CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

     Our consolidated financial statements have been prepared in accordance with
accounting  principles  generally accepted in the United States. These generally
accepted  accounting  principles  require  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  net  sales  and expenses during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

     Our  significant  accounting  policies  are described in Note A of Notes to
Consolidated  Financial Statements for the fiscal year ended September 30, 2002.
We  believe  that  the  following  discussion  addresses our critical accounting
policies,  which  are  those  that  are  most  important to the portrayal of our
financial  condition  and  results  and  require  management's  most  difficult,
subjective  and  complex  judgments,  often  as  a  result  of  the need to make
estimates  about  the  effect  of  matters  that  are  inherently  uncertain.

     INVENTORIES.  We  value  our  inventories,  which  consist  primarily  of
polycarbonate  lenses  and glass lenses used in eyeglasses, at the lower of cost
or market. Cost is determined on the first-in, first-out method and includes the
cost  of  merchandise  and freight. A periodic review of inventory quantities on
hand  is  performed in order to determine if inventory is properly positioned at
the  lower  of  cost  or  market. Factors related to current inventories such as
future  consumer  demand  and  trends  in NexGen's core business, current aging,
current  and  anticipated  retail markdowns or wholesale discounts, and class or
type  of  inventory  is analyzed to determine estimated net realizable values. A
provision  is  recorded  to  reduce the cost of inventories to the estimated net
realizable  values,  if  required.  Any significant unanticipated changes in the
factors  noted  above  could  have  a  significant  impact  on  the value of our
inventories  and  our  reported  operating  results.

     GOODWILL.  Our  goodwill  represents  the  excess of the cost over the fair
value  of  net  assets  acquired  in  business  combinations  and  is separately
disclosed  as  "Goodwill"  in our consolidated balance sheets. In June 2001, the
Financial  Accounting  Standards  Board,  or FASB, issued Statement of Financial
Accounting  Standards, or SFAS, No. 142, "Goodwill and Other Intangible Assets."
SFAS  No.  142  requires  that  goodwill  no longer be amortized, but instead be
tested  for  impairment  at least annually or as impairment indicators arise. As
described  in  Note  A of the Notes to the Consolidated Financial Statements, we
adopted  SFAS  142  in  2001.  Implementation  of  the  accounting pronouncement
required  NexGen to perform a fair value assessment of its subsidiaries that had
recorded  goodwill.  As  discussed  in  Note  O of the Notes to the Consolidated
Financial  Statements,  NexGen recognized a pre-tax transitional impairment loss
of  approximately  $300,000.  We  must  assess  the impairment of goodwill on an
annual  basis  or whenever events or changes in circumstances indicate that this
asset  may  not be recoverable. Management's judgment regarding an impairment is
based  on  indicative  factors  including  significant  decreases  relative  to

                                       19
<PAGE>

historical or projected future operating results; significant changes in the use
of  the  acquired assets or business strategy; and significant negative economic
trends.  In  the  event that impairment would exist, NexGen would be required to
write-down  the  carrying  value  of  goodwill.

     ALLOWANCE  FOR  UNCOLLECTIBLE  ACCOUNTS.  We  are  required to estimate the
collectibility  of  our  trade receivables. A considerable amount of judgment is
required in assessing the realization of these receivables including the current
creditworthiness of each customer and related aging of the past due balances. In
order  to  assess  the  collectibility  of these receivables, we perform ongoing
credit  evaluations  of  our  customers'  financial  condition.  Through  these
evaluations  we may become aware of a situation where a customer may not be able
to  meet  its  financial  obligations  due  to  deterioration  of  its financial
viability,  credit  ratings or bankruptcy. The reserve requirements are based on
the  best  facts  available to us and are reevaluated and adjusted as additional
information  is  received.  Our reserves are also based on amounts determined by
using  percentages  applied  to  certain  aged  receivable  categories.  These
percentages  are  determined  by  a  variety  of  factors including, but are not
limited  to,  current economic trends, historical payment and bad debt write-off
experience. We are not able to predict changes in the financial condition of our
customers  and  if  circumstances  related  to  our  customers  deteriorate, our
estimates  of the recoverability of our receivables could be materially affected
and  we  may  be  required to record additional allowances. Alternatively, if we
provided  more allowances than are ultimately required, we may reverse a portion
of  such provisions in future periods based on our actual collection experience.
As  of  September  30,  2002,  we  had  $  39,000  reserved  against our account
receivables.

OVERVIEW

     We  own  two  subsidiaries  that  provide  products  and  services  to  the
ophthalmic  lens  industry.  Our  principal  subsidiary,  Cobra  Vision,  has
distributed  ophthalmic lenses, primarily of polycarbonate lenses for over three
years.  More  recently,  Cobra  Vision  has  obtained  a  worldwide license to a
relatively  small  and  inexpensive proprietary prescription lens casting system
which  will  permit commercial customers a rapidly manufactured photochromic and
other lenses.  We are in the process of launching the commercialization of these
items  and  expect  to  deliver  the  first  systems in April 2003.  We recently
entered  into a three-year supply agreement with Corning, Inc. which will supply
us  with  its SunSensors  plastic sun-sensitive material used in connection with
our  lens  casting  systems to manufacture photochromatic lenses which darken in
sunlight.  We  are also engaged in discussions with Corning about joint research
and development projects, at least one of which we expect will be commercialized
in  2003.  Our  other  subsidiary, FB Optical refurbishes and sells used optical
equipment.  Our  primary  revenues  are  generated  by  Cobra  Vision.

     Because  we  did  not  acquire  Cobra  Vision  until April 22, 2002, and FB
Optical on March 6, 2001, a comparison of our results of operations for the year
ended  September  30,  2002  and  the period from March 6, 2001 to September 30,
2001,  as reflected in our consolidated statements of losses, does not provide a
meaningful  comparison.  For  that  reason,  the  discussion which follows under
Results  of  Operations  in  some  instances  refers  to the unaudited pro forma
information reflecting the revenues and net loss as if we had owned Cobra Vision
as  of  October  1,  2000.  See  "Item  7.  Note  B  to  Consolidated  Financial
Statements."

                                       20
<PAGE>

RESULTS  OF  OPERATIONS

     Our  revenues  were  $1,751,754  for  the  year ended September 30, 2002 in
contrast  to  $142,372  for the period from March 6, 2001 to September 30, 2001.
Using  the unaudited pro forma revenues of Cobra Vision and assuming we owned it
as  of October 1, 2001, our revenues for the year ended September 30, 2002 would
have  been $2,595,003, which includes $2,341,579 generated by Cobra Vision. On a
pro  forma  basis,  if  we  had  owned  Cobra  Vision as of October 1, 2000, our
revenues  would  have  been $2,584,314 in fiscal 2001, which includes $2,441,942
generated  by  Cobra  Vision. The increase is almost entirely attributable to FB
Optical  which we owned for an entire 12-month period during fiscal 2002 and for
slightly  more  than  one-half  year during 2001. Further information concerning
this  analysis  may  be gleaned from Notes B and J to our consolidated financial
statements.


     Our  gross  profit margins were 26.4% for the year ended September 30, 2002
versus  64.8%  for  the  year  ended  September  30,  2001.  We  believe this is
attributable  to  the  fact  that  the  gross  margins  are  lower from revenues
generated  by Cobra Vision than FB Optical.  The pro forma financial information
contained  in  Note  B  does  not  reflect  our  cost  of  sales.

     Our selling, general and administrative expenses increased substantially to
$3,200,789  during  fiscal  2002  in  contrast  to  $179,403 during fiscal 2001.
Although  pro forma information is not available, we believe this is primarily a
reflection  of  the  fact  that  2001  does not include any selling, general and
administrative  expenses attributable to the Cobra Vision business or our status
as  a  public  company.  In  addition,  during  2002  we  incurred  research and
development  costs of $770,000 in contrast to none during the prior year.  These
research  and  development  expenses  arose  from  the  Research and Development
Agreement  we  entered  into with Technology Resource International on April 10,
2002.

     Our  net  loss  for  fiscal  2002 was $3,867,022 in contrast to $126,439 in
fiscal  2001.  Approximately  45.6%  of  this  net loss was of a non-cash nature
arising  from  our issuances of capital stock for year ended September 30, 2002,
and the reduction of FB Optical goodwill.  However, if we had owned Cobra Vision
as  of  October  1,  2000,  our  net  loss  (which includes the non-cash charges
described  above)  would  have  been  $5,104,391  for fiscal 2002 in contrast to
$3,867,022  and  $1,085,989  for  fiscal  2001  in contrast to $126,439 in 2001.

     Our  net loss per common share (basic and diluted) was $(0.78) for the year
ended  2002  and  $(0.04) for the year ended September 30, 2001.

     The  weighted  average  number  of outstanding shares was 4,962,874 for the
year  ended September 30, 2002 and 3,000,000 shares for the year ended September
30,  2001.

                                       21
<PAGE>


LIQUIDITY  AND  CAPITAL  RESOURCES


     For  fiscal  2002,  net  cash  used in operating activities was $966,126 in
contrast  to  $104,164  for  the  year ended September 30, 2001.  This change is
primarily  due  to  the increased losses resulting from our acquisition of Cobra
Vision.

     For  2002, net cash used in investing activities was $27,036 in contrast to
$0 the prior year.  This reflected capital expenditures incurred by Cobra Vision
subsequent  to  April  22,  2002.

     During fiscal 2002 and 2001, we used $988,725 and $108,970 respectively for
investing  activities.  The  increase  resulted  from  the  private placement of
securities  which  we  completed during the last quarter of fiscal 2002.  During
fiscal  2001  we  collected  $108,970  from  proceeds  from  notes  payable.

     At  September  30, 2002, our cash balances were $2,407. As of September 30,
2002,  we  had  a  working  capital  deficit  of $ 4,653,619. As a result of our
operating  loss  of  $  3,867,022  for  the  year  ended  September 30, 2002, we
generated  a  cash flow deficit of $ 966,126 from operating activities, adjusted
principally  for  depreciation  and  amortization  of  $  40,458, an increase in
accounts  payable  and  accrued  expenses of $1,142,170, and the value of common
stock issued to consultants and employees for services, previously incurred debt
and license fees in the amount of $1,464,313. We invested $ 27,036 in furniture,
equipment,  and  leasehold  improvements  utilized in its operations. We met our
cash  requirements during this period through the private placement of $ 988,725
of  common  stock.

     The  Company has issued shares of its common stock from time to time in the
past  to  satisfy certain obligations, and expects in the future to also acquire
certain  services,  satisfy  indebtedness  and/or  make  acquisitions  utilizing
authorized  shares  of  the  capital  stock  of  the  Company.

     Subsequent to September 30, 2002 we completed another private placement. We
sold  85 units of our securities raising gross price per proceeds of $2,125,000.
This  includes  45 units sold in calendar 2002 which are not described in Note P
to our Consolidated Financial Statements. The placement agent was Jesup & Lamont
Securities  Corp.  We paid Jesup & Lamont a total of $171,000 in commissions and
issued  to  it  options to purchase 7.6 units at $27,500 per unit. The units our
described  in  Note  P.  Additionally  one  of  the  investors  in  both private
placements during calendar 2002 has agreed to purchase an additional $650,000 of
convertible preferred stock. We received the initial installment of $200,000 and
expect  the  balance on or before January 24, 2003. We intend to use these funds
to  pay off our existing line of credit which will release the shares of Class B
common  stock  currently  being  pledged for the benefit of the guarantor of our
line of credit. Our current line of credit is now due February 18, 2003. We also
intend  to  replace our existing line of credit with a new line of credit from a
different  bank  which will provide us additional working capital to support the
growth of our business based upon a formula which gives effect to an appropriate
percentage  of  our  existing  accounts  receivable  and  inventory.

     In order to provide sufficient working capital to support the growth of our
business  and  the  lens  casting  systems  as  well  as  expand  our  supply of
polycarbonate  lenses,  we  are currently seeking to raise up to $9,000,000 from
institutional  investors who are being contacted by Jesup & Lamont. There can be
no assurances that we will be able to enter into a new line of credit or that we
will  be  able  to  raise  substantial  capital  from  institutional  investors.

     While  NexGen  has raised the capital necessary to meet its working capital
and  financing  needs  in the past, additional financing is required in order to
meet  current  and  projected  cash  flow deficits from operations. There are no
assurances  the  Company  will  be  successful  in  raising  the funds required.

     Management  believes  that  if the minimum offering proceeds are raised, in
the $9,000,000 offering referred to above, sufficient capital will exist to fund
its  operations,  capital expenditures, debt, and other obligations for the next
twelve  months  if  other  avenues  of financing are pursued. Operations will be
adjusted  to this level of capitalization. Although NexGen is dependent upon the
success  of  this  offering  to carry out its business plan, if this offering is
unsuccessful,  NexGen  will  seek  to  obtain  financing  through other sources.

     The  independent  auditors  report  on  our  September  30,  2002 financial
statements included in this Form 10-KSB states that our difficulty in generating
sufficient  cash  flow  to  met  its  obligations  and  sustain operations raise
substantial  doubts  about  the  our  ability  to  continue  as a going concern.

NEW  ACCOUNTING  PRONOUNCEMENTS

In  July  2001, the Financial Accounting Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  No. 141, "Business Combinations" (SFAS No.
141),  and  Statement  of  Financial Accounting Standards No. 142, "Goodwill and
Other  Intangible  Assets"  (SFAS  No.  142).  The FASB also issued Statement of
Financial  Accounting  Standards No. 143, "Accounting for Obligations Associated
with  the  Retirement  of  Long-Lived  Assets"  (SFAS No. 143), and Statement of
Financial  Accounting  Standards  No.  144,  "Accounting  for  the Impairment or
Disposal  of  Long-Lived  Assets"  (SFAS  No.  144), in August and October 2001,
respectively.

SFAS  No.  141  requires  the  purchase  method  of  accounting  for  business
combinations  initiated  after  June  30,  2001  and  eliminates  the
pooling-of-interest  method. The adoption of SFAS No. 141 had no material impact
on  the  Company's  consolidated  financial  statements.

Effective  January  1,  2002,  the  Company  adopted SFAS No. 142. Under the new
rules,  us  will  no  longer  amortize goodwill and other intangible assets with
indefinite  lives,  but  such  assets  will  be  subject to periodic testing for
impairment.  On  an annual basis, and when there is reason to suspect that their
values  have  been  diminished  or  impaired,  these  assets  must be tested for
impairment,  and  write-downs  to  be included in results from operations may be
necessary.  SFAS  No.  142  also requires the Company to complete a transitional
goodwill  impairment  test  six  months  from  the  date  of  adoption.

                                       22
<PAGE>

Any goodwill impairment loss recognized as a result of the transitional goodwill
impairment  test  will  be  recorded  as  a  cumulative  effect  of  a change in
accounting  principle no later than the end of fiscal year 2002. The adoption of
SFAS  No.  142  had  no  material impact on the Company's consolidated financial
statements

SFAS  No.  143  establishes  accounting  standards  for  the  recognition  and
measurement  of  an  asset  retirement  obligation  and  its  associated  asset
retirement  cost.  It  also  provides  accounting guidance for legal obligations
associated  with  the  retirement of tangible long-lived assets. SFAS No. 143 is
effective  in  fiscal  years  beginning after June 15, 2002, with early adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a  material  impact  on  its  consolidated  results  of operations and financial
position  upon  adoption.  The  Company  plans  to  adopt SFAS No. 143 effective
January  1,  2003.

SFAS  No.  144  establishes  a  single  accounting  model  for the impairment or
disposal  of  long-lived assets, including discontinued operations. SFAS No. 144
superseded  Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS  No.  121), and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS  No.  144  effective  January  1, 2002. The adoption of SFAS No. 144 had no
material  impact  on  Company's  consolidated  financial  statements.

FORWARD-LOOKING  STATEMENTS

     This  Report  contains forward-looking statements that address, among other
things, our expectations with regard to the ophthalmic lens market, the adequacy
of  our  working capital, our launching and commercializing our new lens casting
system  and  other  technologies  licensed  from  our  research  partner,  the
effectiveness  of  these technologies, our ability to compete, the effectiveness
of  the  new  photochromatic lens technology, our ability to build market share,
our  receipt  of  proceeds  from an institutional private placement, our plan to
list  our  Class  A common stock on the American Stock Exchange, our discussions
with  a  third  party  concerning  a joint venture and distribution agreement in
Australia  and  surrounding  areas,  our future business with Corning, increased
sales from Pentax, our future liquidity, receipt of the balance from our sale of
preferred  stock,  our obtaining a new line of credit and paying off our current
line  of  credit,  and the results of our discussions with a Polylite concerning
development  of  manufacturing  capacity  in  Taiwan.  In  addition  to  these
statements, trend analyses and other information including words such as "seek,"
"anticipate,"  "believe,"  "plan,"  "estimate,"  "expect,"  "intend"  and  other
similar  expressions  are forward looking statements. These statements are based
on  our  beliefs  as  well  as  assumptions  we made using information currently
available  to  us.  We  undertake no obligation to publicly update or revise any
forward-looking  statements,  whether  as  a  result  of new information, future
events,  or  otherwise.  Because  these  statements  reflect  our  current views
concerning  future  events,  these  statements involve risks, uncertainties, and
assumptions.  Actual  future  results  may differ significantly from the results
discussed in the forward-looking statements. For more information regarding some
of  the  ongoing  risks and uncertainties of our business, see our other filings
with  the  Securities and Exchange Commission. We anticipate that some or all of
the  results  may  not occur because of factors which we discuss in the "Special
Factors"  relating  to  our  business  and  common  stock section which follows.


                                       23
<PAGE>

SPECIAL  FACTORS  RELATING  TO  OUR  BUSINESS  AND  COMMON  STOCK

Risks  Related  To  Our  Business
---------------------------------

IF  WE  FAIL TO RAISE ADDITIONAL CAPITAL IN THE NEAR FUTURE, WE WILL NOT BE ABLE
TO  IMPLEMENT  OUR  NEW  BUSINESS  MODEL

We  will  need  to  raise  additional  capital in the near future to sustain our
operations.  This  includes  $250,000 past due Polylite, $140,000 due Technology
Resource  International,  and  $450,000  due on our line of credit.  However, we
have  very recently sold $650,000 of preferred stock which will permit us to pay
off our line of credit.  We are currently seeking to raise up to $9,000,000 in a
private  placement  from institutional investors, although we have not finalized
offering terms and there can be no assurances that we will be successful.  If we
are  unable to obtain additional financing, we will not be able to implement our
new  business  model,  fully launch our lens casting system and provide research
services  to  Corning.

SINCE  WE EXPECT TO INCUR EXPENSES IN EXCESS OF REVENUES FOR THE NEAR FUTURE, WE
MAY  NOT  BECOME  PROFITABLE  AND  YOUR  INVESTMENT  MAY  BE  LOST

We  expect  to  incur  losses for the foreseeable future.  We have never had net
profits  for  any  fiscal  year  and  may  never be profitable, or, if we become
profitable,  we  may  be unable to sustain profitability. We need to develop and
implement  a marketing and promotional plan in order to develop a market for our
lens  casting  machines.  We  expect that these efforts shall take a significant
amount  of  funds,  as  well  as  the time of our management.  As a result, your
investment  in  our  securities  may  be  lost.

IN  LIGHT  OF  THE  POTENTIAL  IMPACT  OF  RECENT  EVENTS ON THE ECONOMY, WE MAY
CONTINUE  TO  LOSE  MONEY  AND  BE HAMPERED IN OUR SALE OF LENS CASTING MACHINES

The  events of September 11, 2001 have had a substantial impact on the financial
markets  and  businesses in the United States.  In light of these events and the
recession,  it  may  be  difficult  for  us  to pursue our plan of business.  In
addition, potential customers that we have targeted, and to whom we plan to sell
our  new  lens  casting  machines, may not be eager to expend capital on new and
emerging  technologies  until  the  economy  stabilizes.  As  a  result,  we may
continue  to  have  operating  losses  and  be  hampered  in  our  ability  to
commercialize  our  lens  casting  machines.  If  we  encounter  difficulties in
commercializing  our  new  lens  casting  machines,  we  will  be materially and
adversely  affected.

WE  ARE  RELYING  UPON OUR ABILITY TO COMMERCIALIZE OUR NEW LENS CASTING SYSTEMS

Although we have acquired a prototype, our proprietary prescription lens casting
systems  have never been manufactured on a production basis.  Moreover, although
we  have  introduced  the  prototype  at  trade shows, we have not sold any lens
casting  systems.  If  we  are  unable  to  successfully  commercialize our lens
casting  systems,  it  will  have a material and adverse effect on our business.

WE  ARE RELYING ON THIRD PARTIES TO MANUFACTURE OUR NEW LENS CASTING SYSTEMS AND
ARE  SUBJECT  TO  A  NUMBER  OF RISKS THAT CAN AFFECT OUR ABILITY TO DELIVER THE
SYSTEMS

                                       24
<PAGE>

We  do  not  intend  to  manufacture  our  lens casting systems.  Instead we are
contracting  with  independent companies produce the systems.  We have no access
to  information  concerning their business plans or financial strength.  Because
we  lack  the  ability  to  directly  control manufacturing, we are subject to a
number  of  risks  including  delays  in  delivery  and  future price increases.

BECAUSE  WE  ARE  RELYING  ON  A THIRD PARTY TO PROVIDE RESEARCH AND DEVELOPMENT
SERVICES,  ITS  FAILURE  TO  DELIVER  THE SERVICES OR PROVIDE OUR CUSTOMERS WITH
USEFUL  NEW  PRODUCTS  MAY  IMPAIR  OUR  FUTURE  SUCCESS

We  have no internal research and development expertise.  We have entered into a
long-term  Research  and  Development  Agreement  with  Technology  Resource
International  to  provide us research and development services.  If it fails to
provide us with these services or if it fails to provide innovative research and
useful  new  products  for  our  customers,  our future success may be adversely
affected.

IF  WE  ARE  UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, OUR BUSINESS COULD BE
HARMED

We  have licensed the patented prescription lens casting system from and entered
into  a  Research  and  Development  Agreement  with  Technology  Resource
International. We rely upon the validity of the patents and trade secrets issued
in  connection  with the prescription lens casting system, and we will rely upon
the  validity  of  any  future  patents  and  trade  secrets developed under the
Research  and  Development  Agreement.  The loss of the patents we license could
reduce  the value of the related products and any related competitive advantage.
Competitors  may  also  be  able  to  design  around  our patents and to compete
effectively  with  our  products.  Also,  our  competitors  may  allege that our
products infringe their patents or otherwise violate their intellectual property
rights,  leading  to loss of sales from those products. In addition, the cost to
prosecute  infringements  of  our  patents  or  the  cost to defend our products
against  patent infringement or other intellectual property litigation by others
could  be  substantial.  We  cannot  assure  you  that:

-     pending  patent  applications  will  result  in  issued  patents;

-     patents  licensed  by  us  will  not  be  challenged  by  competitors;

-     the patents will be found to be valid or sufficiently broad to protect our
      technology  or  provide  us  with  a  competitive  advantage;  and

-     we  will  be  successful  in  defending  against  pending or future patent
      infringement  claims  asserted  against  our  products.


IF  WE  ARE  UNABLE  TO  DEVELOP  A BRAND NAME AND POSITIVE REPUTATION, WE SHALL
LIKELY  BE  UNABLE  TO  DEVELOP  SUFFICIENT  CUSTOMERS

We  believe  that  developing  our  brand  name  shall  be critical to achieving
widespread acceptance of our lens products.  Promoting and positioning our brand
name  shall  depend  largely  on  the  success  of our marketing efforts and our

                                       25
<PAGE>


ability to provide high quality lens products and customer service.  In order to
promote  our  brand name, we shall need to raise or generate sufficient funds to
create  a  marketing  budget  for  the  purpose  of, generating awareness on the
advantages  of  and  developments  in  our  lens products.  Brand name promotion
activities  may not yield increased revenues, and even if they do, any increased
revenues  may  not  offset  the expenses we incur in building our brand name. In
addition, we shall have to develop a marketing and promotional plan for our lens
products.  If  we fail to promote and maintain our products effectively or incur
substantial  expenses  in  an  unsuccessful  attempt to promote and maintain our
brand  name,  our  business  would  be  harmed.

SINCE  PRODUCTS  WE  DISTRIBUTE ARE MANUFACTURED IN FOREIGN COUNTRIES AND WE ARE
PLANNING  TO  SELL  OUR LENS CASTING SYSTEMS OVERSEAS, WE ARE SUBJECT TO CERTAIN
RISKS  ASSOCIATED  WITH  FOREIGN  OPERATIONS

The  polycarbonate  lenses  we  distribute  are  manufactured  in  Taiwan.
Additionally,  we  are  negotiating  with a third party to sell our lens casting
systems  overseas,  and  we  are seeking the necessary financing to permit us to
establish  a  plastic  lens  manufacturing  facility  in Taiwan.  As a result, a
significant  portion  of  our  sales  may  be  affected by the risks inherent in
international  operations, including political unrest, war or other hostilities,
local  laws  and  regulations,  currency  fluctuations,  taxation,  withholding
requirements,  the  imposition  of  tariffs,  and  exchange  controls  or  other
restrictions.  If  we  do not effectively manage these risks associated with our
foreign  activities,  our  business  may  suffer  and  we  may be materially and
adversely  affected.

BECAUSE  ONE  COMPANY  MANUFACTURES APPROXIMATELY 90% OF THE LENS WE SELL, IF IT
ENCOUNTERS  ANY  FINANCIAL  OR  OTHER  DIFFICULTIES,  WE  WILL BE MATERIALLY AND
ADVERSELY  HARMED

Approximately  90%  of  the  lenses  we  sell  are  plastic  lenses  which  are
manufactured  by  Polylite  Taiwan.  Because Polylite is privately held, we have
limited  access  to  financial  information  concerning  it.  However,  it  is
relatively small.  If Polylite encounters any financial or other difficulties in
the  future,  NexGen  will  be  materially  and adversely harmed.  Additionally,
Polylite's existing facility is now at about 93% capacity, which can also affect
our  future  business  by  inhibiting  our  ability  to  expand.

IF  WE  CANNOT  MANAGE  OUR  GROWTH EFFECTIVELY, WE MAY INCUR SUBSTANTIAL LOSSES

We  anticipate  substantial  growth in 2003 as we commercialize our lens casting
business and possibly other research and development projects.  Our objective is
to  achieve  substantial  growth,  although  there can be no assurances of that.
Businesses  which  grow rapidly often have difficulty managing their growth.  We
will have to recruit and employ experienced executives and key employees capable
of  providing  necessary support.  We cannot assure you that our management will
be  able  to manage our growth effectively or successfully.  Our failure to meet
these  challenges  could  cause  us  to  incur  substantial  losses.

WE  MAY  NOT  BE  ABLE  TO  CONTINUALLY REDUCE COSTS OF THE PRODUCTS WE SELL AND
DEVELOP  NEW  TECHNOLOGIES  IN  ORDER  TO MAINTAIN A COMPETITIVE POSITION IN THE
INDUSTRY

                                       26
<PAGE>


We  do not currently manufacture any of the products we distribute.  In order to
remain  competitive in our industry, we must continually reduce the costs of the
products  we  distribute  and  our  operating  expenses.  As  new  products  are
introduced,  competitors  with  greater  resources  can  often produce them more
efficiently.  Additionally,  our  ability  to  develop new and enhanced products
successfully  will  be  a  significant  factor in our ability to grow and remain
competitive.  Some  of  our products may become obsolete, and we may not achieve
the technological advances necessary for us to remain competitive.  In the event
cost-reduction  and  new  product  development  activities are unsuccessful, our
ability  to  compete  may  be  significantly  impacted.

WE  COMPETE  AGAINST  ALTERNATIVE  TECHNOLOGIES  AND  TREATMENTS  THAT PROVIDE A
POPULAR  AND  CONVENIENT  SUBSTITUTE  FOR  OPHTHALMIC  LENSES

Ophthalmic  lenses  compete  with  other methods of vision correction, including
laser surgery and contact lenses. As these technologies evolve, they may provide
greater  competition  to the ophthalmic lens in price and convenience and hinder
our  ability  to  sustain  operations, which could in turn result in the loss of
your  investment.

SINCE  WE  OPERATE  IN  A  COMPETITIVE  MARKET,  WE MAY NOT ACHIEVE MARKET SHARE
SUFFICIENT  TO MAINTAIN OPERATIONS, WHICH COULD CAUSE YOUR INVESTMENT TO BE LOST

The  market  for  ophthalmic lenses is intensely competitive as new technologies
emerge,  and  we  expect  competition  to  increase  in  the future.  Our direct
competitors  include  Essilor,  Vision  Ease,  Sola International, and Polycore.
Some  current  and  many  potential competitors have longer operating histories,
greater  financial  resources, larger customer bases and established reputations
in  the  ophthalmic  lens  industry.  Many  of  these  competitors  also  have
significantly  greater  marketing  and  other  resources.  As a result, most our
competitors  with greater revenue sources, will be able to devote more resources
to  marketing  and  promotional campaigns that will generate customers for their
products.  This  may  prevent  us from obtaining the relationships and customers
necessary  to sustain operations.  If we cannot obtain the market share required
to  make  our  operations  profitable,  your investment in our securities may be
lost.

WE  ARE  DEPENDENT  ON  KEY  PERSONNEL,  AND OUR INABILITY TO ATTRACT ADDITIONAL
PERSONNEL  COULD  RESULT  IN OUR INABILITY TO OFFER THE PLANNED SERVICES AND, IN
TURN,  REDUCE  OUR  ABILITY  TO  CONDUCT  OPERATIONS

We are dependent on our key personnel, particularly Gary Lafferty, our chairman
and do not currently have any insurance on his life although we plan to do so in
the  near  future.  The loss of the services of one or more of our key personnel
could have a material and adverse effect on our business, operating results, and
financial condition. Our future success shall depend, in part, on our ability to
market  our  products,  manage  our  anticipated  growth  and  to  enhance  our
operational  and  financial  controls.  If  we  are able to establish profitable
on-going  operations  and  grow  in  the  future, for which no assurances can be
given,  we  shall  need  to  be  able  to  attract and retain highly experienced
executives and employees. The market for such individuals is highly competitive.
There  can  be  no  assurances  that  we  shall  be successful in attracting and
retaining  such  individuals  to  meet  the  needs of our future growth, if any.

                                       27
<PAGE>

RISKS  RELATED  TO  OUR  CLASS  A  COMMON  STOCK  AND  WARRANTS
---------------------------------------------------------------

SINCE  OUR  MANAGEMENT  WILL  MAINTAIN  CONTROL  OF NEXGEN, STOCKHOLDERS WILL BE
UNABLE  TO  PARTICIPATE  IN  DECISIONS  WHICH  MAY  AFFECT  THE  OPERATIONS  AND
PROFITABILITY  OF  NEXGEN

Our management collectively owns approximately 79% of the voting power available
to  stockholders.  Accordingly,  our  management  will  control  the election of
directors  and  appointment  of  officers  and  thereby control the policies and
operations of NexGen.  Stockholders shall be unable to exercise control over the
operational decisions or major items, which may affect the success or failure of
NexGen.  As  such,  the  success  or failure of NexGen shall be dependent on the
efforts  and  decisions  of  our  management  and  not  the  stockholders.

WE  MAY ISSUE COMMON OR PREFERRED STOCK WITHOUT THE APPROVAL OF OUR STOCKHOLDERS
WITH FEATURES WHICH COULD MAKE IT MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE US
AND  COULD  DEPRESS  OUR  STOCK  PRICE

In  the future, our board of directors may issue one or more series of common or
preferred  stock  that  has  more  than one vote per share without a vote of our
stockholders.  This could permit our board of directors to issue preferred stock
to  investors who support our management and increase control of our business by
management.  Additionally,  issuance  of  super voting common or preferred stock
could  block  an  acquisition, even if an acquisition is in the best interest of
the stockholders.  This could cause the market price of our Class A common stock
to  drop  significantly.

BECAUSE  THE  NEXGEN  CLASS  A COMMON STOCK AND WARRANTS WILL NOT BE LISTED ON A
STOCK  EXCHANGE  OR  NASDAQ,  INVESTORS  MAY  BE  UNABLE  TO  RESELL  THEM

NexGen  Class A common stock trades on the Over-the-Counter Bulletin Board.  The
Bulletin  Board  is  not liquid and trading is limited.  While NexGen intends to
file  an  application  to  list  its  Class A common stock on the American Stock
Exchange,  the  application may not be granted.  This may hinder your ability to
sell you Class A common stock and warrants.  Accordingly, investors must be able
to  bear  the  financial  risk  of  losing  their  entire  investment.

SINCE  THE  CLASS  A  COMMON  STOCK  AND WARRANTS ARE SUBJECT TO THE PENNY STOCK
RULES,  YOU  MAY  EXPERIENCE  SUBSTANTIAL  DIFFICULTY  IN  SELLING  THEM

The  Securities and Exchange Commission has established penny stock rules, which
restrict  the  ability  of  brokers to solicit the sale of certain securities of
companies  whose  assets,  revenues,  and/or  stock  prices  fall  below minimal
thresholds.  Since  NexGen  is  subject  to these rules until its Class A common
stock  is listed on the American Stock Exchange, the Class A common stock is now
deemed  a  "penny  stock"  and the warrants are and will be a "penny stock" when
they  commence  trading.  The penny stock rules limit the ability of a broker to
solicit purchasers which reduces liquidity. They also generally require a broker
to  deliver  a standardized risk disclosure document prior to a transaction in a
penny  stock.  The  broker  must  also  provide  the customer with bid and offer
quotations  for  the  penny  stock,  the  compensation  of  the  broker  and its
salesperson  in  the  transaction,  and  monthly  account statements showing the
market  value  of  each  penny  stock  held  in  the  customer's  account. These
additional  requirements  may  hinder  your  ability to sell your Class A common
stock  and  warrants.

                                       28
<PAGE>

THE  PRICE  OF THE CLASS A COMMON STOCK AND WARRANTS MAY BE HIGHLY VOLATILE, AND
INVESTORS  MAY  NOT  BE ABLE TO SELL THE CLASS A COMMON STOCK AT OR ABOVE MARKET
PRICES

The  market  price for NexGen Class A common stock and warrants has been and may
be  highly  volatile.  As long as the future market for the Class A common stock
and  warrants  is  limited,  investors who purchase the Class A common stock and
warrants  may  only be able to sell them at a loss. Factors that could cause the
price  of  the  Class  A  common  stock  to be volatile may include, among other
things:

-    actual  or  anticipated  variations  in  quarterly  operating  results;

-    loss  of  a  major  customer;

-    new  service  offerings  introduced  or  announced  by  our  competitors;

-    changes  in  the  financial  estimates  by  securities  analysts;

-    changes  in  market  valuations  of  other  similar  companies;

-    our announcement of significant acquisitions, strategic partnerships, joint
     ventures or capital commitments;

-    additions  or  departures  of  key  personnel;  and

-    sales  of  our  Class  A  common stock and warrants, including sales by our
     officers and directors.

SINCE  NEXGEN INTENDS TO RETAIN ANY EARNINGS FOR DEVELOPMENT OF ITS BUSINESS FOR
THE  FORESEEABLE  FUTURE,  YOU  WILL  LIKELY  NOT  RECEIVE  ANY  DIVIDENDS

NexGen  has  not  and  does  not  intend to pay any dividends in the foreseeable
future,  as  it  intends to retain any earnings for development and expansion of
its  business  operations.  As  a  result, you will not receive any dividends on
your  investment  for  an  indefinite  period  of  time.

ITEM  7.  FINANCIAL  STATEMENTS.

See  pages  F-1  through  F-25  beginning  after  page  42.


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

On  July  1,  2002,  NexGen dismissed its auditors, Robison Hill & Co.  Robison,
Hill's  reports  on  the financial statements for the year ended August 31, 2001
and  the period from August 22, 2000 (date of inception) through August 31, 2000
did  not  contain  an  adverse  opinion  or  disclaimer of opinion, and were not
qualified  or  modified as to uncertainty, audit scope or accounting principles.
The  decision  to  change  its  auditors was approved by our board of directors.
During  the  year  ended August 31, 2001 and the period August 22, 2000 (date of
inception)  through  August  31, 2000, and the subsequent interim period through
July 1, 2002, we have not had any disagreements with Robison, Hill on any matter
of  accounting  principles  or  practices,  financial  statement  disclosure  or
auditing  scope  or  procedure.  NexGen  engaged  Russell  Bedford  Stefanou
Mirchandani, LLP as its new auditors as of July 1, 2002 for NexGen's fiscal year
ending  September  30,  2002.  NexGen had not consulted Russell Bedford Stefanou
Mirchandani,  LLP  previously.

                                       29
<PAGE>

Robison,  Hill  did  not  inform us of the existence of any reportable events as
defined  in Regulation S-B. NexGen has authorized Robison, Hill to respond fully
to any inquiries of Russell Bedford Stefanou relating to their engagement as the
Company's  independent  accountant.

Robison, Hill furnished a letter addressed to the Securities Exchange Commission
dated  July 8, 2002 agreeing with the above statements. A copy of the letter was
filed  as  an  Exhibit  to  our  Report  on  Form  8-K/A  dated  July  8,  2002.

There  were  no  disagreements  with  Russell  Bedford Stefanou Mirchandani, LLP
related  to  the  audit  for  the  year  ended  September  30,  2002.

PART  III

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

                                   MANAGEMENT
                                   ----------

DIRECTORS  AND  EXECUTIVE  OFFICERS

NAME                  AGE      POSITION(S)
----                  ---      -----------

Gary  Lafferty         46      Chief  Executive  Officer,  Treasurer
                               and  Chairman  of  the  Board  of  Directors

Herman  Burckhardt     51      President  and  Director

Alberto  Burckhardt    25      Vice  President  and  Director

Jack  Wissner          52      Vice  President  of  Administration
                               (Chief  Financial  Officer)

Dr.  Kai  Su           61      Chief  Technical  Officer

Jan  Lafferty          55      Secretary



     Gary  Lafferty  has been chief executive officer, treasurer and chairman of
     --------------
the  board  of  directors  of  NexGen  since  inception  in October 2001.  Since
inception  in  1998,  Mr. Lafferty has held similar positions with Cobra Vision.
From 1994 through 1998, Mr. Lafferty was a management consultant specializing in
commercialization  of  new  products.  From  1991 to 1994, Mr. Lafferty was vice
president  of new products and technical affairs for Cibra Vision the ophthalmic
division  of Ciba Geigy, a leading pharmaceutical company now known as Novartis.

                                       30
<PAGE>

     Hermann  Burckhardt  has served as president and a director of NexGen since
     -------------------
inception  in  October  2001.  He  provides  limited services to us.  Since July
2002, he has been chief executive officer of Erica International Corp., a Puerto
Rican  bottler  of  water.  Since  October  2000, Mr. Burckhardt has served as a
director  of  FB  Optical.  From  August  1999  to  October 2000, he served as a
director  of  Invicta Corporation, a public company involved in the distribution
of  photochromic lenses and as president of its Invicta Vision, Inc. subsidiary.
From  August  1998 to August 1999, Mr. Burckhardt worked as a consultant for ITS
Consulting  rendering  financial consulting services. From approximately 1995 to
July  1998, Mr. Burckhardt was president of Burckhardt & Co., a company involved
in  the  training  of  financial  professionals.

     Alberto  Burckhardt  has  served as vice president and a director of NexGen
     -------------------
since inception in October 2001.  His primary duties are as director of contract
manufacturing  for  Cobra  Vision.  From  August  1999 through October 2000, Mr.
Burckhardt  served  as  vice  president  of  strategic  planning  for  Invicta
Corporation.  From  August  1998  to  August  1999,  he  worked  as  a financial
consultant  for ITS Consulting, Inc.  Prior to August 1998, Mr. Burckhardt was a
student  at  the  University  of  Florida.  He is the son of Hermann Burckhardt.

     Jack Wissner has served as vice president of administration of NexGen since
     ------------
December  2001  and for NexGen since April 2002.  He is also acting as our chief
financial  officer.  From January 1997 to November 2001, Mr. Wissner served as a
manufacturing  consultant  for Computer Associates in Atlanta, GA.  Prior to his
position with Computer Associates, Mr. Wissner was a senior director of research
and  development  projects  for  CIBA  Vision  in  Atlanta,  GA.

     Dr.  Kai Su has been chief technical officer of NexGen since its inception.
     -----------
He is not an employee of NexGen.  Since 1995 he has been president of Technology
Resource  International,  our  research  partner.  From  1986  to  1995,  he was
executive  vice  president  of  the Advanced Technology Division of a Ciba Geigy
subsidiary  engaged  in  the  development  of ophthalmic products.  From 1990 to
1994,  he  was  executive director of development and research for the same Ciba
Geigy  subsidiary.  Prior to that, Dr. Su was employed by Alcon Laboratories and
Bausch  & Lomb, Inc., two leading manufacturers of ophthalmic products which are
sold to consumers.  Dr. Su holds a number of United States patents including six
issued  since 1999, which are used in the manufacture of ophthalmic lenses.  Dr.
Su  received  his  Ph.D.  degree in 1971 from Polytechnic Institute of Brooklyn.

     Jan Lafferty has served as secretary of NexGen since October 25, 2001.  She
     ------------
has been employed by Cobra Vision since 1998.  Mrs. Lafferty was the director of
administration  for  J&G  Consulting from 1994 to 1998.  She is the wife of Gary
Lafferty.

                                       31
<PAGE>

PROPOSED  DIRECTORS

     As  part  of  our  commitment  to improve our corporate governance, we have
agreed  to  add  four  independent  directors  to our board of directors.  Their
appointment  is  effective  upon our obtaining directors and officers' liability
insurance  coverage  which  is  expected  to  be  in late January.  Three of the
proposed  directors are described below and the fourth will be added in the near
future.

     Stephen  DeGroat  serves as chairman and chief executive officer of Jesup &
      ---------------
Lamont  Securities Corp., a privately-held brokerage and investment banking firm
based  in New York City since January 2002 when it merged with Broadmark Capital
Corp.  For  more  than  five  years prior to the merger with Jesup & Lamont, Mr.
DeGroat  served  in  various  capacities with Broadmark Capital Corp., including
president,  chief executive officer and as a member of the management committee.
Additionally,  October  1999  to  August  2002,  Mr. DeGroat was a member of the
management committee of Broadmark Asset Management. Mr. DeGroat began his career
with Drexel Burnham Lambert and, prior to forming Broadmark Capital, Mr. DeGroat
was  a  principal  and  manager  of the New York office of Gilford Securities, a
regional  investment  bank.  Since November 6, 2000, Mr. DeGroat has served as a
director  of  Patterson-UTI  Energy, Inc., a Nasdaq listed company, whose public
offering  he  managed  in  1993.

     Michael  Matte serves as  vice  president  of  finance  and chief financial
     --------------
officer  of  Cyberguard  Corporation.  Prior  to  joining Cyberguard in February
2001,  Mr.  Matte  served  as chief financial officer of Amerijet International,
Inc.  from  June 1999 to February 2001, an employee of Aris Corp. from June 1998
to  June 1999 following its acquisition of Intime Systems on June 1998 (a Nasdaq
listed  company)  and  chief  financial officer of Intime Systems International,
Inc.  from October 1994 to June 1998. Mr. Matte is a certified public accountant
who  began  his  career at PricewaterhouseCoopers, where he worked for 11 years.

     Steve Ross is currently the president of OptiGroup, Inc., an eyeglass frame
     ----------
buying cooperative. Mr. Ross was the vice president of OptiGroup from 1990 until
he  purchased  the  company  in  1998.  From 1994 to June 2002, Mr. Ross was the
president  of  Midwest  Optical  Laboratories,  Inc.,  a  wholesale prescription
eyeglass  laboratory.

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

     Once our new directors join our board, we will have audit, compensation and
nominating  committees  of  our  board  of  directors.  Their members will be as
follows:

Audit  Committee
----------------
     Michael  Matte,  Chairman
     Stephen  DeGroat
     Steve  Ross


Compensation  Committee
-----------------------
     Stephen  DeGroat,  Chairman
     Steve  Ross

                                       32
<PAGE>


Nominating  Committee
---------------------
       Stephen  DeGroat
       Michael  Matte
       Steve  Ross

COMPENSATION  OF  OUR  DIRECTORS

     We  intend  to  pay  our new independent directors a fee for each board and
committee  meeting  which  they  attend  and  grant  each  independent  director
non-qualified  options  to  purchase  shares of Class A common stock.  The exact
compensation  structure  will  be  determined  when  they  join  our  board.

LIMITATION  OF  OUR  DIRECTORS'  LIABILITY

     Our  certificate of incorporation eliminates the liability of our directors
for  monetary  damages  to  the  fullest extent possible. However, our directors
remain  liable  for:

-     any  breach  of  the director's duty of loyalty to us or our stockholders,
-     acts  or omission not in good faith or that involve intentional misconduct
      or  a  knowing  violation  of  law,
-     payments of dividends or approval of stock repurchases or redemptions that
      are  prohibited  by  Delaware  law,  or
-     any  transaction  from  which  the  director  derives an improper personal
      benefit.

These provisions do not affect any liability any director may have under federal
and  state  securities  laws.

ITEM  10.  EXECUTIVE  COMPENSATION

     Set  forth  below is information with respect to compensation to be paid by
us  pursuant  to  employment  agreements with our chief executive officer during
fiscal  2002.  He  was  not employed by us during the two prior fiscal years. No
executive  officers'  compensation  exceeded  $100,000  during  the  year  ended
September  30,  2002.

                           SUMMARY COMPENSATION TABLE
                           --------------------------

ANNUAL  COMPENSATION

                                                                All  Other
Name  and  Principal  Position     Year     Salary($)           Compensation ($)
------------------------------     ----     ---------           ---------------

Gary  Lafferty,                     2002     $75,000            $3,233 (2)
chief  executive  officer

___________

(2) Consists of car allowance.

                                       33
<PAGE>

     In  October  2001,  our  predecessor  entered  into  a  three  year written
employment  agreement  with  Mr.  Gary Lafferty. Mr. Lafferty receives an annual
salary  of  $180,000  and an automobile allowance of $750 per month. We also pay
the  cost of his automobile insurance. In November 2001, our predecessor entered
into  a three year written employment agreement with Mr. Hermann Burckhardt. Mr.
Burckhardt  receives an annual salary of $120,000 and an automobile allowance of
$750  per  month.  We  also  pay  the  cost  of  his  automobile  insurance.

     In  November  2001,  our  predecessor  entered  into  a  three year written
employment  agreement  with  Mr.  Alberto Burckhardt. Mr. Burckhardt receives an
annual salary of $120,000 and an automobile allowance of $750 per month. We also
pay  the  cost  of  his  automobile  insurance.

     Under  an  oral  employment  agreement  with  Mr. Jack Wissner, Mr. Wissner
receives  an  annual  salary of $100,000 and an automobile allowance of $500 per
month.  We  also  pay  the  cost  of  his  automobile  insurance.

STOCK  OPTION  PLAN

     We  intend  to adopt a stock option plan covering  shares of Class A common
stock.,  The  exact  number  and  terms  will  be  determined  when our proposed
independent  directors  join  our  board.

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

     The following table provides information as of December 31, 2002 concerning
the  beneficial  ownership  of  our  capital stock by each director, each person
known  by  us  to  be  the  beneficial  owner of at least 5% of any class of our
capital  stock,  and  all  executive  officers  and  directors  as  a  group.

<TABLE>
<CAPTION>

                                          NUMBER OF
                                         SHARES OF      PERCENTAGE OF
                                       CAPITAL STOCK     VOTING POWER    PERCENTAGE OF
                                        BENEFICIALLY     OUTSTANDING(3)  CAPITAL STOCK
 NAME AND ADDRESS OF BENEFICIAL  OWNER     OWNED                          OUTSTANDING
----------------------------------------------------------------------------------------
<S>                                          <C>             <C>              <C>
Gary  Lafferty (4)
1535  Oak  Industrial  Lane  2000
Suite  F
Cumming,  GA  30041                         2,410,000       28.5%          18.2%

Hermann  Burckhardt (5)
9796  N.W.  51st  Terrace
Miami,  FL  33178                           2,176,250       25.2%          16.4%

Alberto  Burckhardt (6)
1535  Oak  Industrial  Lane  2000
Suite  F
Cumming,  GA  30041                         2,071,250       25.1%          15.6%

Jack  Wissner
1535  Oak  Industrial  Lane  2000
Suite  F
Cumming,  GA  30041                            50,000           *              *

Jan  Lafferty
1535  Oak  Industrial  Lane  2000
Suite  F
Cumming,  GA  30041                         2,410,000       28.5%          18.2%

Jose  Luis  Collazo(7)
#2  Madrid  Street,  #12-k
San  Juan,  PR  00907                         880,000        1.1%           6.6%

Technology  Resource
International  Corporation(8)
1525  Bluegrass  Lakes  Parkway,
Alpharetta,  Georgia  3004                  1,400,000        1.7%          10.6%

All  officers  and  directors  as  a
group (five persons)                        6,707,500       78.9%          50.6%
__________________
</TABLE>

(3)  The  Class  B  shares  have 10 votes per share. a total of 6,437,500, these
shares  have  been pledged to secure removal of the guarantor from NexGen's line
of  credit.  See  "Item  12.  Certain  Relationships  and Related Transactions".
(4)  Represents  60,000  shares  of Class A common stock and 2,350,000 shares of
Class  B common stock.  Does not include 60,000 shares issuable upon exercise of
warrants,  which  warrants  are  not  currently  exercisable.
(5)  Represents  105,000  shares of Class A common stock and 2,071,250 shares of
Class  B common stock. The Class B common stock is held by a limited partnership
controlled  by  Mr. Burckhardt.  Under Securities and Exchange Commission rules,
Mr.  Burckhardt  is  deemed  to  be  a  beneficial owner.  However, he disclaims
beneficial  ownership.  Does  not  include 105,000 shares issuable upon exercise
warrants,  which  warrants  are  not  currently  exercisable.
(6)   Represents  Class  B  common  stock.
(7)  Represents 880,000 shares of Class A common stock. Does not include 410,000
shares  of  Class  A  common  stock  issuable  upon  exercise of warrants, which
warrants are not currently exercisable. Does not include $650,000 of convertible
preferred  stock  purchased  by  Mr.  Collazo  on January 13, 2003, which is not
currently  convertible.
(8)  Represents  1,400,000  shares  of  Class  A  common stock. Does not include
300,000 shares of Class A common stock issuable upon exercise of warrants, which
warrants  are  not  currently  exercisable.

                                       34
<PAGE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     Following  incorporation in October, 2001, our predecessor issued 1,150,000
shares  of  Class  B common stock to Mr. Gary Lafferty for nominal consideration
and  1,200,000  shares  of  Class  B  common  stock  to  him in exchange for Mr.
Lafferty's  Cobra  Vision  common  stock.  Effective  November  6,  2001,  our
predecessor  acquired  99%  of  the  outstanding  shares  of FB Optical from Mr.
Alberto  Burckhardt,  our  vice president, in exchange for issuing him 4,387,500
shares  of  Class  B  common stock. When our predecessor merged into us in April
2002, we issued the same number of shares of Class B common stock to each of Mr.
Lafferty  and  a limited partnership which Mr. Hermann Burckhardt, our president
controls.  That  limited  partnership  later  transferred  to 2, 071.250 Class B
shares  to Mr. Alberto Burckhardt and the limited partnership are in the process
of  selling  75,000  of their shares of Class B common stock in exchange for the
remaining  1%  of  FB  Optical  which  they  shall  gift  to  us.

     On  January  13,  2003  NexGen entered into an agreement with Mr. Jose Luis
Collazo,  a  holder of more than 5% of its capital stock.  Mr. Collazo agreed to
invest  $650,000  by January 17, 2003 in exchange for 650,000 shares of Series A
convertible  preferred  stock and an option to buy two units.  The terms of this
investment  include:

     -    The preferred stock is convertible into the same securities and at the
          same  price  that  we sell to institutional investors during the first
          half  of  calendar  2003;
     -    If  the  institutional  offering  does  not occur, the preferred stock
          converts  at  $1.50  per  share  into  Class  A  common  stock;
     -    The  option  is  exercisable  at  $27,500  per  unit;
     -    Each unit consists of 25,000 shares of Class A common stock and 12,500
          two  year  warrants  exercisable  at  $3.00  per  share;  and
     -    We  agreed  to  register  the Class A common stock and warrants in the
          registration  statement  we  shall  file  in January 2003 covering the
          Class A common stock and warrants we sold in two private placements in
          2002.

We intend to use $450,000 of the proceeds to pay off our current line of credit.

     Effective  December  5,  2001, Cobra Vision entered into a Stock Redemption
Agreement  with the holders of its outstanding common stock, except for Mr. Gary
Lafferty.  Under the terms of the Stock Redemption Agreement as further amended,
NexGen  acquired  all  of  the  remaining  shares  of Cobra Vision stock thereby
becoming  the  sole  stockholder  of  Cobra  Vision.  In exchange, NexGen issued
$1,000,000  of  promissory  notes  to  the guarantor described below.  The notes
require  $250,000  to  be  paid  by  November  29,  2002  and  24  equal monthly
installments of $31,250 commencing on December 30, 2002.  We have not made these
payments.  The guarantor has orally agreed to extend the terms of the notes upon
payment  of  the  line of credit.  In addition, NexGen's principal stockholders,
Mr.  Gary  Lafferty,  Mr. Alberto Burckhardt and ARB Investments  pledged all of

                                       35
<PAGE>

their  capital  stock  to  secure  payment  of  Cobra Vision's line of credit or
removal  of  the  former principal stockholder of Cobra Vision as a guarantor on
the  line of credit.  NexGen was required to remove the guarantee on the line of
credit  by  October  31,  2002.  Because  it  did  not  do so, the guarantor may
exercise  his  rights  with  regard  to the pledged shares.  Pending delivery of
notice  of  a default under the Pledge Agreement, voting rights with the pledged
shares  remain  with  the current stockholders.  However, the guarantor recently
agreed  to  take  no action pending payment of the line of credit by January 17,
2003  as  described above.  As consideration for this deferral, we issued to the
guarantor  an  option  to buy three units of our securities containing identical
terms  to  those  in  the  option  issued  to  Mr.  Collazo.

     NexGen is seeking to refinance the line of credit and believes that we have
obtained  a new bank to refinance our line of credit. Mr. Lafferty has agreed to
guarantee  the  line  of  credit.  The  bank's  credit  committee is expected to
consider our proposed loan on January 15th, there are no assurances that it will
be  approved.  In  connection with the refinancing, the shares of Class B common
stock  which  are pledged to the guarantor will be released.  In the interim, on
December  10, 2002 the guarantor released 300,000 shares of Class B common stock
owned  by  ARB  Investments  from  the  Pledge  Agreement.

     On  October  20,  2001,  NexGen's  predecessor  issued  a  promissory  note
principal  amount  of  $92,000  payable to Gary Lafferty, NexGen's chairman.  On
November  6,  2001,  NexGen's predecessor issued a $152,949 non-interest bearing
note  to Herman Burckhardt, NexGen's president.  Effective July 31, 2002, NexGen
issued  Mr.  Lafferty  two  units  (and paid him $2,000 cash) and Mr. Burckhardt
three  and  one-half  units  at  the same price ($45,000 per unit) sold to other
investors  in  a  private placement in exchange for cancellation of these notes.
Each  unit  consisted  of  30,000  shares  of  Class  A  common stock and 30,000
warrants.

     Dr.  Kai  Su,  NexGen's  chief  technology  officer  is  president  of  and
compensated  by Technology Resource International.  On July 31, 2002, Technology
Resource  International  converted $450,000 owed by NexGen into 10 units sold in
the  private placement described above.  It acquired the units on the same terms
and  conditions  as other unaffiliated investors.  Cobra Vision was entered into
License  and  Research  Development  Agreements  with  Technology  Resource
International.  See  "Item  1.  Description  of  Business  - Technology Resource
International  Agreements".  In  September  2002,  we issued Technology Resource
International  1,100,000  shares of Class A common stock in exchange for payment
of  a  past  due  $1,000,000 license fee. We are currently reviewing a five-year
lease  for  our new facility.  Technology Resource International is the owner of
the  building.  We expect to execute the lease and move into it in January 2003.

     Mrs.  Jan Lafferty, wife of Mr. Gary Lafferty, our chief executive officer,
is  employed by Cobra Vision as the Comptroller at a salary of $48,000 per year.

     We  believe that the terms of the related party transactions between us and
our  affiliates are similar to what could be negotiated on an arms-length basis.


                                       36
<PAGE>

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

     (a)     EXHIBIT  INDEX

Exhibit  Number     Description
---------------     -----------

3.1        Certificate  of  Incorporation
3.2        Bylaws
4.1        Form  of  Class  A  Common  Stock  Certificate
4.2        Form  of  Class  B  Common  Stock  Certificate
4.3        Form  of  Warrant
10.1       Employment  Agreement  of  Gary  Lafferty
10.2       Employment  Agreement  of  Hermann  Burckhardt
10.3       Employment  Agreement  of  Alberto  Burckhardt
16         Letter  from  Robison  Hill  &  Co.*
21         Subsidiaries


*     Contained  Form  8-K/A  filed  on  July 8, 2002.


(b)  One  Report  on  Form 8-K/A was filed during the last quarter of the period
covered  by  this  Report. That Report, filed on July 8, 2002, disclosed that we
selected Russell Bedford Stefanou Mirchandani, LLP to replace Robison Hill & Co.
as  our  independent auditors, and disclosed that we changed our fiscal year end
from  August  31  to  September  30.  It  also  contained  audited and pro forma
financial  statements.

ITEM  14.  CONTROLS  AND  PROCEDURES

     Our  chief  executive  officer  and  chief  financial officer evaluated the
effectiveness  of  our  disclosure  controls  and procedures (as defined in Rule
13a-14(c)  under the Securities Exchange Act of 1934, as amended) within 90 days
of  the  filing  date  of this report (the "Evaluation Date") and, based on that
evaluation,  concluded  that,  as  of  the  Evaluation  Date, the our disclosure
controls  and  procedures were effective in timely alerting them to the material
information relating to us that is required to be disclosed in our reports under
the  Securities  Exchange  Act  of  1934,  as  amended,  within the time periods
specified  in  the  Securities  and  Exchange  Commission's  rules  and  forms.

     Since  the  Evaluation Date, there have not been any significant changes to
our  internal  controls,  including  any  corrective  actions  with  regard  to
significant  deficiencies  and  material  weaknesses.



                                       37
<PAGE>

SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized  this  14th  day  of  January,  2003.

                                   NexGen  Vision, Inc.


                                   By:  /s/  Gary Lafferty
                                         ------------------
                                         Gary  Lafferty,
                                         Chief  Executive  Officer

In  accordance  with  the  Securities Exchange Act of 1934, this report has been
signed  below  by  the  following persons on behalf of the registrant and in the
capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>


SIGNATURES                                TITLE                           DATE
----------                                -----                           ----
<S>                                         <C>                            <C>
/s/  Gary  Lafferty
-------------------
Gary  Lafferty           Chairman  of  the  Board  of  Directors     January  14,  2003

/s/  Hermann  Burckhardt
------------------------
Hermann  Burckhardt       Director                                   January  14,  2003

/s/  Alberto  Burckhardt
------------------------
Alberto  Burckhardt       Director                                   January  14,  2003

/s/  Jack  Wissner        Vice  President  of  Administration
------------------        (Chief  Financial  Officer)                January  14,  2003
Jack  Wissner

</TABLE>
                                       38
<PAGE>


                                  CERTIFICATION

I,  GARY  LAFFERTY,  certify  that:
1.   I  have  reviewed  this  report  on  Form  10K-SB  of  NEXGEN VISION, INC.;
2.   Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;
3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  report,  fairly  present  in  all material
     respects  the  financial condition, results of operations and cash flows of
     the  registrant  as  of,  and  for,  the  periods presented in this report;
4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:
     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries,  is made know to us by others within those
          entities, particularly during the period in which this report is being
          prepared;
     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  report  (the  "Evaluation  Date");  and
     c)   presented  in  this  report our conclusions about the effectiveness of
          the  disclosure  controls and procedures based on our evaluation as of
          the  Evaluation  Date;
5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function);
     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and
     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and
6.   The  registrant's  other  certifying  officers and I have indicated in this
     report  whether  or not there were significant changes in internal controls

                                       39
<PAGE>

     or in other factors that could significantly affect internal controls or in
     other  factors that could significantly affect internal controls subsequent
     to the date or our most recent evaluation, including any corrective actions
     with  regard  to  significant  deficiencies  and  material  weaknesses.


DATED:  JANUARY  14,  2003                    /S/  GARY  LAFFERTY
                                             ----------------------------
                                             GARY  LAFFERTY
                                             CHIEF  EXECUTIVE  OFFICER



                                       40
<PAGE>
                                  CERTIFICATION

I,  JACK  WISSNER,  certify  that:
1.   I  have  reviewed  this  report  on  Form  10-KSB  of  NEXGEN VISION, INC.;
2.   Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;
3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  report,  fairly  present  in  all material
     respects  the  financial condition, results of operations and cash flows of
     the  registrant  as  of,  and  for,  the  periods presented in this report;
4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:
     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries,  is made know to us by others within those
          entities, particularly during the period in which this report is being
          prepared;
     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  report  (the  "Evaluation  Date");  and
     c)   presented  in  this  report our conclusions about the effectiveness of
          the  disclosure  controls and procedures based on our evaluation as of
          the  Evaluation  Date;
5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function);

                                       41
<PAGE>


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


DATED:  JANUARY  14,  2003                    /S/  JACK  WISSNER
                                             -----------------------------------
                                             JACK  WISSNER
                                             VICE  PRESIDENT  OF  ADMINISTRATION
                                            (CHIEF  FINANCIAL  OFFICER)





                                       42
<PAGE>

                              NEXGEN VISION, INC.
                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                      Page No.
                                                                                      --------
<S>                                                                                    <C>
Report of Independent Certified Public Accountants                                       F-3
Consolidated Balance Sheet at September 30, 2002                                         F-4
Consolidated Statements of Losses for the Year Ended September 30, 2002 and the          F-5
 Period March 6, 2001 (Date of Inception) to September 30, 2001
Consolidated Statements of Deficiency in Stockholders' Equity for the Period March 6,    F-6
2001 (Date of Inception) to September 30, 2002
Consolidated Statements of Cash Flows for the Year Ended                                 F-7
 September 30, 2002 and the Period March 6, 2001 (Date of Inception) to September
30, 2001
Notes to Consolidated Financial Statements                                            F-9 to F-25







</TABLE>

<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          Certified Public Accountants

                                1360 Beverly Road
                                    Suite 305
                             McLean, VA  22101-3621
                                  703-448-9200
                               703-448-3515 (fax)
                                                                Philadelphia, PA
--------------------------------------------------------------------------------


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

Board  of  Directors
NexGen  Vision,  Inc.
Cumming,  GA


We  have  audited  the accompanying consolidated balance sheet of NexGen Vision,
Inc.  and its wholly-owned subsidiaries (the "Company") as of September 30, 2002
and  the  related consolidated statements of losses, deficiency in stockholders'
equity,  and  cash  flows  for  the year ended September 30, 2002 and the period
March  6,  2001  (date of inception) through September 30, 2001. These financial
statements  are  the  responsibility  of  the  company's  management.  Our
responsibility is to express an opinion on these financial statements based upon
our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatements.  An audit includes examining, on
a  test  basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe our audits provide a reasonable
basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects, the consolidated financial position of the
Company  and  subsidiary  as  of  September  30,  2002,  and  the results of its
operations  and  its  cash  flows  for the year ended September 30, 2002 and the
period  March  6,  2001  (date  of  inception)  through  September  30, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company will continue as a going concern. As discussed in Note Q, the Company is
experiencing  difficulty  in  generating  sufficient  cash  flow  to  meet  it
obligations and sustain its operations, which raises substantial doubt about its
ability  to  continue  as  a going concern. Management's plans in regard to this
matter  are  described  in  Note  Q. The financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.



                              /s/RUSSELL  BEDFORD  STEFANOU  MIRCHANDANI  LLP
                              -----------------------------------------------
                                 Russell  Bedford  Stefanou  Mirchandani  LLP
                                 Certified  Public  Accountants

McLean,  Virginia
November  27,  2002,  except  for  Note  P,  which  date
is  December  12,  2002





                                       F-3

<PAGE>
                               NEXGEN VISION, INC.
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002
<TABLE>
<CAPTION>
<S>                                                                                       <C>
                                                    ASSETS
 Current Assets:
 Cash and Equivalents                                                                     $     2,407
 Accounts Receivable (net of allowance for doubtful accounts of $39,000                       361,226
 Inventory, net                                                                               532,377
 Employee advances                                                                                875
                                                                                          ------------
              Total Current Assets                                                            896,885

 Property, plant and equipment, net of accumulated depreciation of $22,165                    183,881

 Other Assets:
 Goodwill                                                                                   3,170,436
 Other intangibles, net of accumulated amortization of $784                                     2,216
 Other non-current assets                                                                       1,000
                                                                                          ------------
                                                                                            3,173,652

 Total Assets                                                                             $ 4,254,418
                                                                                          ============

 LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

 Current Liabilities:
 Cash Disbursed in Excess of Available Funds                                              $    38,409
 Accounts Payable and Accrued Expenses                                                      3,951,866
 Notes Payable (Note E)                                                                     1,010,229
 Line of Credit (Note F)                                                                      550,000
                                                                                          ------------
          Total Current Liabilities                                                         5,550,504

Commitments and Contingencies (Note H)                                                              -

 Deficiency in Stockholders' Equity (Note I):
 Preferred Stock, par value $.0001 per share; 10,000,000 shares authorized; none issued
 and outstanding at September 30, 2002                                                             --
 Class A common stock, par value $0.001 per share; 50,000,000 shares authorized,
4,570,000 shares issued and outstanding at September 30, 2002                                   4,570
 Class B common stock, par value $0.001 per share; 7,700,000 shares authorized,
 7,700,000 shares issued and outstanding at September 30, 2002                                  7,700
 Additional Paid-In-Capital                                                                 2,745,495
 Deferred Compensation                                                                        (60,390)
 Accumulated Deficit                                                                       (3,993,461)
                                                                                          ------------
        Total Deficiency in Stockholders' Equity                                           (1,296,086)
                                                                                          ------------
 Total Liabilities and Deficiency in Stockholders' Equity                                 $ 4,254,418
                                                                                          ============
</TABLE>

           See accompanying notes to consolidated financial statements
                                       F-4

<PAGE>

                               NEXGEN VISION, INC.
                        CONSOLIDATED STATEMENTS OF LOSSES
               FOR THE YEAR ENDED SEPTEMBER 30, 2002 AND THE PERIOD
          FROM MARCH 6, 2001 (DATE OF INCEPTION) TO SEPTEMBER 30, 2001
<TABLE>
<CAPTION>


                                                                          March 6,2001 to
                                                                          --------------
                                                                          September 30,
                                                                          -------------
                                                                  2002         2001
                                                              ------------  -----------
<S>                                                              <C>           <C>
Revenues                                                      $ 1,751,754   $  142,372
Cost of Sales                                                   1,289,210       50,056
                                                              ------------  -----------
Gross Profit                                                      462,544       92,316

Operating Expenses:
Selling, General and Administrative                             3,200,789      179,403
Research and development                                          770,000            -
Depreciation and Amortization                                      22,165       39,352
                                                              ------------  -----------
Total Operating Expense                                         3,992,954      218,755

Operating Loss                                                 (3,530,410)    (126,439)

Interest Income (Expenses)                                        (36,084)           -
                                                              ------------  -----------

Net loss, before income taxes                                  (3,566,494)    (126,439)

Income (taxes) benefit                                                  -            -
                                                              ------------  -----------
Net Loss                                                       (3,566,494)    (126,439)
                                                              ============  ===========

Cumulative effect  of accounting change                          (300,528)           -
                                                              ------------  -----------
Net Loss Applicable to Common Shares                           (3,867,022)    (126,439)
                                                              ============  ===========


Loss Per Common Share (Basic and Assuming Dilution) (Note M)  $     (0.79)  $    (0.04)
                                                              ============  ===========

Weighted Average Shares Outstanding (Basic and Diluted)         4,901,868    3,000,000

</TABLE>

             See accompanying notes to the consolidated financial statements


                                       F-5
<PAGE>
                               NEXGEN VISION, INC.
          CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED SEPTEMBER 30, 2002 AND THE PERIOD FROM MARCH 6, 2001 (DATE OF
                        INCEPTION) TO SEPTEMBER 30, 2001
<TABLE>
<CAPTION>



                                                          Preferred Stock                   Common Stock
                                                          ---------------    ---------------------------------------------
                                                        Preferred    Stock     Common      Common     Class A     Class A
                                                          Shares    Amount     Shares    Par Value     Shares    Par Value
                                                        ----------  -------  ----------  ----------  ----------  ----------
<S>                                                     <C>         <C>      <C>         <C>         <C>         <C>
                                                                 -  $     -           -  $        -           -  $        -
Balance at March 6, 2001

Issuance of common stock to Founders for                         -        -   2,970,000       2,970           -           -
 services rendered

Net loss                                                         -        -           -           -           -           -
                                                        ----------  -------  ----------  ----------  ----------  ----------
Balance at September 30, 2001                                    -  $     -   2,970,000  $    2,970           -  $        -

Issuance of Class A common stock for                             -        -           -           -   1,200,000       1,200
18.75% of Cobra Vision

Issuance of Class A common stock to                              -        -           -           -   2,542,500       2,542
Founders for services rendered

Issuance of Class A common stock for
99% of FB Optical                                                -        -  (2,970,000)     (2,970)  3,957,500       3,957

Issuance of Class B common stock in                              -        -           -           -   7,700,000       7,700
 connection with reverse merger

Issuance of Class A common stock in                              -        -           -           -   3,450,000       3,450
connection with reverse merger

Cancellation of Class A common stock in                                                              (1,150,000)      1,150
 connection with reverse merger

Issuance of Class A common stock in                                                                     705,000         705
connection with a private placement, net of
offering costs

Issuance of Class A common stock for                                                                    300,000         300
research and development services

Issuance of Class A common stock in                              -        -           -           -     165,000         165
exchange for debt

Issuance of Class A common stock in                              -        -           -           -   1,100,000       1,100
exchange for license fee

Issuance of warrants for services                                -        -           -           -           -           -
Net loss                                                         -        -           -           -           -           -
                                                        ----------  -------  ----------  ----------  ----------  ----------
Balance at September 30, 2002                                    -  $     -           -  $        -   4,570,000  $    4,570

                                                                               Additional
                                                         Class B    Class B      Paid-In      Deferred     Accumulated
                                                          Shares    Par Value   -Capital    Compensation      Deficit      Total
                                                        ---------  ----------  ----------  --------------  -----------   --------
<S>                                                     <C>        <C>         <C>         <C>             <C>             <C>
                                                                -  $        -  $        -  $           -    $        -   $       -
Balance at March 6, 2001

Issuance of common stock to Founders for                        -           -           -              -             -       2,970
services rendered

Net loss                                                        -           -           -              -       126,439     126,439
                                                        ---------  ----------  -----------  --------------  -----------  ----------
Balance at September 30, 2001                                   -  $        -  $        -    $           -   ($126,439)   $123,469)

Issuance of Class A common stock for                            -           -           -                -           -       1,200
18.75% of Cobra Vision

Issuance of Class A common stock to                             -           -           -                -           -       2,543
Founders for services rendered

Issuance of Class A common stock for
99% of FB Optical                                               -           -           -                -           -         987
Issuance of Class B common stock in                     7,700,000       7,700           -                -           -           -
 connection with reverse merger

Issuance of Class A common stock in                             -           -           -                -           -       3,450
connection with reverse merger

Cancellation of Class A common stock in
 connection with reverse merger                                                     1,150                -           -           -

Issuance of Class A common stock in                             -           -     988,020                -           -     9,88725
connection with a private placement, net of
 offering costs

Issuance of Class A common stock for                            -           -     449,700                -           -     450,000
research and development services

Issuance of Class A common stock in                             -           -     247,335                -           -     247,500
exchange for debt

Issuance of Class A common stock in                             -           -     998,900                -           -   1,000,000
exchange for license fee

Issuance of warrants for services                               -           -      60,390           60,390           -           -
Net loss                                                        -           -           -                -   3,867,022   3,867,022
                                                        ---------  ----------  ----------   --------------  ----------  -----------
Balance at September 30, 2002                           7,700,000  $    7,700  $2,745,495   $      (60,390)$(3,993,461)$(1,296,086)
</TABLE>


         See accompanying notes to the consolidated financial statements

                                       F-6

<PAGE>
                               NEXGEN VISION, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEAR ENDED SEPTEMBER 30, 2002 AND THE PERIOD
          FROM MARCH 6, 2001 (DATE OF INCEPTION) TO SEPTEMBER 30, 2001
<TABLE>
<CAPTION>


                                                                                   March 6, 2001 (Date
                                                                                    of Inception) to
                                                                                   -------------------

                                                                         2002       September 30, 2001
                                                                     ------------  --------------------
Cash flows from operating activities:
<S>                                                                  <C>           <C>
Net loss                                                             $(3,867,022)  $          (126,439)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Cumulative effect of accounting change                                   300,528                     -
Depreciation and amortization                                             22,165                39,353
Loss on disposal of property, plant and equipment                              -                 2,262
Issuance of Class A common stock to founders for services                  2,543                 2,970
Issuance of Class A common stock for research and development            450,000                     -
Issuance of Class A common stock for license fee                       1,000,000                     -
Issuance of Class A common stock for interest expense                      4,070                     -
Issuance of Class B common stock in connection with reverse merger         7,700                     -
(Increase) decrease in:
Accounts receivable                                                     (220,364)              (14,113)
Inventory                                                                192,034                  (625)
Prepaid expenses and other current assets                                     50                     -
Increase (decrease) in:
Accounts payable and accrued expenses                                  1,142,170                (7,572)
                                                                     ------------  --------------------
Net cash provided by (used in) operating activities                     (966,126)             (104,164)

Cash flows from investing activities:
Capital expenditures                                                     (27,036)                    -
                                                                     ------------  --------------------
Net cash provided by (used in) investing activities                      (27,036)                    -

Cash flows from financing activities:
Proceeds from notes payable                                                    -               108,970
Proceeds from issuance of class A common stock                           988,725                     -
                                                                     ------------  --------------------
Net cash provided by (used in) financing activities                      988,725               108,970

Net increase (decrease) in cash and cash equivalents                      (4,437)                4,806

Cash and cash equivalents at beginning of year                             6,844                 2,038

Cash and cash equivalents at end of year                             $     2,407   $             6,844
                                                                     ============  ====================

</TABLE>
         See accompanying notes to the consolidated financial statements
                                       F-7

<PAGE>
                               NEXGEN VISION, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE YEAR ENDED SEPTEMBER 30, 2002 AND THE PERIOD FROM
             MARCH 6, 2001 (DATE OF INCEPTION) TO SEPTEMBER 30, 2001
<TABLE>
<CAPTION>


                                                               March 6, 2001
                                                              ---------------
                                                  2002      (Date of Inception)
                                                  ----      ------------------
                                                             to September 30,
                                                             ----------------
                                                                  2001
                                                                  ----
                                               (See Note B)   (See Note B)
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
<S>                                            <C>            <C>
  Cash paid during the year for interest       $     25,321   $          -
   Cash paid during the year for income taxes             -              -
   Common stock issued in exchange for
   acquisitions                                       3,957        300,000
   Common stock issued in exchange for
   debt                                             247,500              -

Acquisition :
    Assets acquired                                 404,831         62,595
    Goodwill and other intangible assets           (200,342)       339,881
     Liabilities assumed                           (200,531)      (102,476)
    Common stock issued                              (3,958)      (300,000)
                                               -------------  -------------
    Net cash paid for acquisition              $          -   $          -
                                               =============  =============

Acquisition :
    Assets acquired                               1,093,304
    Goodwill and other intangible assets          3,376,548
    Liabilities assumed                          (4,457,720)
    Excess of Promissory notes issued               (12,132)
                                               -------------
     Net cash paid for acquisition             $          -
                                               =============
Acquisition :
    Assets acquired                                  25,188
    Liabilities assumed                                   -
    Common stock issued                              (2,300)
    Organization costs                              (22,888)
                                               =============
     Net cash paid for acquisition             $          -
                                               =============


</TABLE>

         See accompanying notes to the consolidated financial statements
                                       F-8

<PAGE>


                               NEXGEN VISION, INC.
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  A  -  SUMARY  OF  ACCOUNTING  POLICIES

A  summary  of the significant accounting policies applied in the preparation of
the  accompanying  financial  statements  follows.

Business  and  Basis  of  Presentation
--------------------------------------

NexGen  Vision, Inc. (the "Company" or "NexGen"), is incorporated under the laws
of the State of Delaware.  All references to the Company include its predecessor
which was also a Delaware corporation. Through its majority-owned subsidiary, FB
Optical  Manufacturing,  Inc.  ("FB"),  the Company  began operating on March 6,
2001.  FB  is  in the business of refurbishing used optical equipment for resale
to  customers  in  the  United States and developing markets located outside the
United  States.  The  Company  is  also  engaged,  through  its  wholly  owned
subsidiary,  Cobra  Vision,  Inc  ("Cobra"),  in  the distribution of ophthalmic
polycarbonate  lenses  used  in  eyeglasses.   In  addition  to  lens  sales and
distribution,  the Company also conducts operations in research and development,
in  casting  and  print  coat  sales,  in photochromic lens distribution, and in
licensing  proprietary  technologies  relating  to  the  ophthalmic  field.

The  consolidated  financial  statements include the accounts of the Company its
majority-owned  subsidiary, FB Optical Manufacturing, Inc., and its wholly owned
subsidiary,  Cobra  Vision,  Inc. All significant inter-company transactions and
balances  have  been  eliminated  in  consolidation.

Revenue  Recognition
--------------------

The Company recognizes sales when lens products and optical production equipment
are  shipped  and  when  title  is  transferred  to customer.  Sales returns are
recognized  at the time of return and sales discounts are recognized at the time
of  shipment.

Advertising
-----------

The  Company follows the policy of charging the costs of advertising to expenses
as incurred. Advertising costs incurred during the year ended September 30, 2002
and  the  period  March  6,  2001 to September 30, 2001 were $18,539 and $1,097,
respectively.

Income  Taxes
-------------

Income  taxes are provided based on the liability method for financial reporting
purposes  in accordance with the provisions of Statements of Financial Standards
No.  109,  "Accounting  for Income Taxes". Under this method deferred tax assets
and  liabilities  are recognized for the future tax consequences attributable to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  are  measured  using  enacted  tax  rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be  removed  or  settled. The effect on deferred tax assets and liabilities of a
change  in  tax rates is recognized in the statement of operations in the period
that  includes  the  enactment  date.

Cash  Equivalents
-----------------

For  purposes  of the Statements of Cash Flows, the Company considers all highly
liquid  debt  instruments purchased with a maturity date of three months or less
to  be  cash  equivalents.


                                       F-9
<PAGE>

                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  A  -  SUMARY  OF  ACCOUNTING  POLICIES  (Continued)

Research  and  Development  Costs
---------------------------------

The  Company  accounts for research and development costs in accordance with the
Financial  Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards  No.  2  ("SFAS  2"),  "Accounting for Research and Development Costs.
Under  SFAS  2, all research and development costs must be charged to expense as
incurred.  Accordingly,  internal research and development costs are expensed as
incurred.  Third-party  research  and  developments  costs are expensed when the
contracted  work  has been performed or as milestone results have been achieved.
Total  research  and  development  costs were $770,000 and $0 for the year ended
September  30,  2002  and  the  period  March  6,  2001  to  September 30, 2001,
respectively,  and  have  been  charged  to  operations in the periods incurred.

Inventories
-----------

Inventories are stated at the lower of cost (first-in, first-out) or market (net
realizable  value)  and  consist  of  the  following  at  September  30,  2002:


             Finished  goods     $  532,377
                                 ==========



Property,  Plant  and  Equipment
--------------------------------

Property,  plant  and  equipment  are  recorded  at  the  cost  of  purchase and
depreciated  over  their  estimated  useful  lives  on  a  straight-line  basis.
Estimated  useful  lives  of  major  depreciable  assets  are  as  follows:

  Leasehold  improvements           10  years
  Furniture  and  fixtures           7  years
  Computer  Equipment                5  years
  Software                           3  years

Long-Lived  Assets
------------------

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 144
(SFAS  144).  The  Statement  requires  that  long-lived  assets  and  certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an  asset  may  not  be  recoverable.  SFAS  No.  144 also requires assets to be
disposed  of  be  reported at the lower of the carrying amount or the fair value
less  costs  to  sell.

Concentrations  of  Credit  Risk
--------------------------------

Financial  instruments  and related items, which potentially subject the Company
to  concentrations  of  credit risk, consist primarily of cash, cash equivalents
and  trade  receivables.  The  Company  places  its  cash  and  temporary  cash
investments with credit quality institutions.  At times, such investments may be
in  excess  of applicable government mandated insurance limit. Concentrations of
credit risk with respect to trade receivables are limited to the large number of
customers  comprising  the  Company's customer base. The Company's customers are
concentrated  primarily  in  the  lens  industry and it periodically reviews its
trade  receivables  in  determining  its  allowance  for doubtful accounts.  The
allowance  for  doubtful  accounts  was  $39,000  at  September  30,  2002.

Use  of  Estimates
------------------

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

                                      F-10

<PAGE>

                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  A  -  SUMARY  OF  ACCOUNTING  POLICIES  (Continued)

Comprehensive  Income
---------------------

Statement  of  Financial  Accounting  Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive  Income,"  establishes  standards  for reporting and displaying of
comprehensive  income,  its  components and accumulated balances.  Comprehensive
income  is  defined to include all changes in equity except those resulting from
investments  by  owners  and  distributions to owners.  Among other disclosures,
SFAS  130  requires  that  all  items  that  are required to be recognized under
current  accounting  standards as components of comprehensive income be reported
in  a  financial  statement  that is displayed with the same prominence as other
financial  statements.  The  Company  does  not  have any items of comprehensive
income  in  any  of  the  periods  presented.

Stock  Based  Compensation
--------------------------

The  Company  accounts for stock transactions in accordance with APB Opinion 25,
"Accounting  for  Stock  Issued  to  Employees." In accordance with statement of
Financial  Accounting  Standards  No.  123,  "Accounting  for  Stock  Based
Compensation,"  the  Company  has  adopted the proforma disclosure requirements.
From  time  to  time, the Company grants options or warrants to non-employees in
return for services rendered. The Company recognizes a charge for the fair value
ascribed  to  such  options  and  warrants  over  the service or vesting period.

Fair  Value  of  Financial  Instruments
---------------------------------------

Statement  of  Financial  Accounting  Standards No. 107, "Disclosures About Fair
Value  of  Financial  Instruments,"  requires  disclosure  of  the fair value of
certain financial instruments.  The carrying value of cash and cash equivalents,
accounts receivable, accounts payable and short-term borrowings, as reflected in
the balance sheets, approximate fair value because of the short-term maturity of
these  instruments.

Liquidity
---------

As  shown  in  the accompanying financial statements, the Company incurred a net
loss of $3,867,022 and $126,439 during the year ended September 30, 2002 and the
period  March 6, 2001 to September 30, 2001, respectively. The Company's current
liabilities  exceeded  its current assets by 4,653,619 as of September 30, 2002.

Pension  Plans  and  Other  Post  Employment  Benefits
------------------------------------------------------

Statement  of  Financial  Accounting  Standards No. 132 ("SFAS 132"), Employer's
Disclosures  about  Pension  and  Other  Post  Employment  Benefits, establishes
disclosure requirements regarding pension and post employment obligations.  SFAS
132  does  not  affect  the  Company  as  of  September  30,  2002.

Segment  Information
--------------------

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 131,
Disclosures  about  Segments  of  an  Enterprise  and Related Information ("SFAS
131").  SFAS establishes standards for reporting information regarding operating
segments  in  annual  financial statements and requires selected information for
those  segments  to  be  presented  in  interim  financial  reports  issued  to
stockholders.  SFAS 131 also establishes standards for related disclosures about
products and services and geographic areas. Operating segments are identified as
components  of an enterprise about which separate discrete financial information
is  available  for  evaluation  by  the  chief  operating  decision  maker,  or
decision-making  group, in making decisions how to allocate resources and assess
performance.  The information disclosed herein, materially represents all of the
financial  information  related  to  the Company's principal operating segments.


                                      F-11

<PAGE>

                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  A  -  SUMARY  OF  ACCOUNTING  POLICIES  (Continued)

Net  Earnings  (Losses)  Per  Share
-----------------------------------

The  Company  has  adopted  Statement  of Financial Accounting Standard No. 128,
"Earnings  Per  Share,"  specifying the computation, presentation and disclosure
requirements  of  earnings  per  share  information.

Basic  net  loss  per  share  is  computed by dividing net income or loss by the
weighted average number of common shares outstanding, after giving effect to the
stock  dividend.  Diluted  loss per share includes the assumed exercise of stock
options  and  warrants  using  the  treasury  stock  method  and  the effects of
convertible  preferred  stock.  In  fiscal  year  2002  and  2001, there were no
differences  between basic and diluted loss per common share because the assumed
exercise  was  anti-dilutive. The assumed exercise of stock options and warrants
and  conversion  of  preferred stock could potentially dilute basic earnings per
share  amounts  in  the  future.

Reclassifications
-----------------

Certain reclassifications have been made in prior years' financial statements to
conform  to  classifications  used  in  the  current  year.

New  Accounting  Pronouncements
-------------------------------

In  July  2001, the Financial Accounting Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  No. 141, "Business Combinations" (SFAS No.
141),  and  Statement  of  Financial Accounting Standards No. 142, "Goodwill and
Other  Intangible  Assets"  (SFAS  No.  142).  The FASB also issued Statement of
Financial  Accounting  Standards No. 143, "Accounting for Obligations Associated
with  the  Retirement  of  Long-Lived  Assets"  (SFAS No. 143), and Statement of
Financial  Accounting  Standards  No.  144,  "Accounting  for  the Impairment or
Disposal  of  Long-Lived  Assets"  (SFAS  No.  144), in August and October 2001,
respectively.

SFAS  No.  141  requires  the  purchase  method  of  accounting  for  business
combinations  initiated  after  June  30,  2001  and  eliminates  the
pooling-of-interest  method. The adoption of SFAS No. 141 had no material impact
on  the  Company's  consolidated  financial  statements.

Effective  January  1,  2002,  the  Company  adopted SFAS No. 142. Under the new
rules,  the Company will no longer amortize goodwill and other intangible assets
with  indefinite  lives, but such assets will be subject to periodic testing for
impairment.  On  an annual basis, and when there is reason to suspect that their
values  have  been  diminished  or  impaired,  these  assets  must be tested for
impairment,  and  write-downs  to  be included in results from operations may be
necessary.  SFAS  No.  142  also requires the Company to complete a transitional
goodwill  impairment  test  six  months  from  the  date  of  adoption.

Any goodwill impairment loss recognized as a result of the transitional goodwill
impairment  test  will  be  recorded  as  a  cumulative  effect  of  a change in
accounting  principle no later than the end of fiscal year 2002. The adoption of
SFAS  No.  142  had  no  material impact on the Company's consolidated financial
statements

SFAS  No.  143  establishes  accounting  standards  for  the  recognition  and
measurement  of  an  asset  retirement  obligation  and  its  associated  asset
retirement  cost.  It  also  provides  accounting guidance for legal obligations
associated  with  the  retirement of tangible long-lived assets. SFAS No. 143 is
effective  in  fiscal  years  beginning after June 15, 2002, with early adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a  material  impact  on  its  consolidated  results  of operations and financial
position  upon  adoption.  The  Company  plans  to  adopt SFAS No. 143 effective
January  1,  2003.

SFAS  No.  144  establishes  a  single  accounting  model  for the impairment or
disposal  of  long-lived assets, including discontinued operations. SFAS No. 144
superseded  Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS  No.  121), and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS  No.  144  effective  January  1, 2002. The adoption of SFAS No. 144 had no
material  impact  on  Company's  consolidated  financial  statements.

                                      F-12

<PAGE>

                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  B  -  ACQUISITIONS

On  March  6,  2001,  the  Company's  majority-owned  subsidiary,  FB  Optical
Manufacturing,  Inc.  ("FB"),  acquired certain assets comprised of used optical
equipment and assumed certain liabilities, from FB California, Inc.  in exchange
for  30,000  shares  of  FB's  common  stockUnder  the  terms  of  the purchase
agreement,  the  shares  of  common  stock  issued  were  valued at $300,000. In
connection  with the acquisition, the excess cost of $339,881 over FB's share of
the  FB California, Inc.'s net assets acquired has been recorded as goodwill and
allocated  to  identified  intangibles and other assets acquired and liabilities
assumed.

The  total  purchase price and carrying value of the net liabilities acquired of
FB  California  were  as  follows:


       Assets acquired                    $        62,595
       Goodwill and other intangibles             339,881
       Liabilities assumed                       (102,476)
                                         ------------------
       Total                              $       300,000
                                         ==================



The  Company  valued  the common stock issued to  FB California, Inc. at $10 per
share,  which  approximated  the  fair  value  of  the net assets acquired.  The
Company  has  recorded the carryover basis of the net assets acquired, which did
not  differ materially from their fair value and its operating results have been
included  in  the  Company's consolidated financial statements since the date of
purchase.

The  Company recorded the carryover basis of the net liabilities acquired, which
did  not differ materially from their fair value.  The acquisition was accounted
for  using  the  purchase  method  of  accounting  effective  March 6, 2001, and
accordingly,  the  assets  and  liabilities  as of this date are included in the
accompanying  consolidated  financial  statements.  The  results of the acquired
business  have been included in the Company's statement of losses since the date
of  acquisition.

The  purchase  agreement  included an option for FB Florida to purchase the real
property, which consists of land and building, in exchange for the payment of FB
California's  mortgage debt in the amount of $99,000.  As of September 30, 2002,
the  Company  has  not  exercised  this  option.

In  connection  with  a  corporate  restructuring,  FB  became  a majority owned
subsidiary of the Company in November 2001.  The Company issued 3,957,500 shares
of  the  Company's  Class  A common stock with a par value of $.001 per share in
exchange  for  2,970,000  shares  of  FB 's issued and outstanding common stock,
representing 99% of the FB shares issued and outstanding.  The total cost of the
acquisition is valued at $3,957, or $.001 per share, which approximated the fair
value  of  the  Company's  Class  A common stock at the date of acquisition. The
Company  has  recorded the carryover basis of the net assets acquired, which did
not  differ materially from their fair value.  The transaction was accounted for
using  the  purchase  method  of  accounting.

The  total  purchase  price  and carrying value of the net assets acquired of FB
Florida  were  as  follows:

                      Assets acquired                     $          404,831
                      Goodwill and other intangibles                (200,343)
                      Liabilities assumed                           (200,531)
                                                          -------------------
                      Total                               $            3,957
                                                          ===================


On  October  20,  2001, the Company acquired an 18.75% interest in Cobra Vision,
Inc.  ("Cobra")  by  exchanging 1,200,000 shares of the Company's class A common
stock and executing a promissory note to the President of Cobra in the amount of
$92,000  for  700  shares  of  Cobra's  common  stock.

On  April  10, 2002, the Company completed a share redemption agreement with the
Cobra's remaining shareholders. The Company agreed to issue two (2) non-interest
bearing  promissory  notes  aggregating  $1,000,000 to replace the $987,868 loan
previously  advanced  to  Cobra  by  the  shareholders  in  exchange  for  the
shareholders'  3,033  shares  of  Cobra's  common  stock,  which  constitute the
remaining  81.25%  in  Cobra.  As  a  result  of the transaction, Cobra became a
wholly  owned  subsidiary  of  NexGen  Vision,  Inc.

                                      F-13
<PAGE>

                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  B  -  ACQUISITIONS  (CONTINUED)

The  total cost of the acquisition is valued at $12,132, the excess principal of
the  newly  issued  promissory  notes over that of the previous loan advanced to
Cobra,  and  is recorded as an investment.  As of September 30, 2002, the excess
of the Company's share of Cobra's net liabilities assumed of $3,376,548 over net
assets  acquired  at  the  acquisition  date  has  been recorded as goodwill and
allocated  to  identified  intangibles and other assets acquired and liabilities
assumed.

The  Company  has recorded the carryover basis of the net assets acquired, which
did  not differ materially from their fair value.  The assets and liabilities of
the  acquired  business  as  of  the  acquisition  date  are  included  in  the
accompanying  consolidated  balance sheet as of September 30, 2002.  The results
of  operations  subsequent  to  the  date  of  acquisition  are  included in the
Company's  consolidated statement of losses.   The transaction was accounted for
using  the  purchase  method  of  accounting.

The  total  purchase price and carrying value of the net liabilities acquired of
Cobra  were  as  follows:

                 Assets acquired                $     1,093,304
                 Goodwill and other intangibles       3,376,548
                 Liabilities assumed                 (4,457,720)
                                                -----------------
                 Total                          $        12,132
                                                =================

The  following  unaudited  pro  forma  information  presents  the  condensed
consolidated  statement of losses of the Company as if the investment of 100% of
the  common  stock  of  Cobra  Vision  had been completed as of October 1, 2000.

<TABLE>
<CAPTION>



                                               Year Ended September 30,     Year Ended September 30,
                                                       2002                           2001
Revenues                                      $                  2,595,003               $2,584,314
<S>                                           <C>                              <C>
Net loss attributable to common shareholders  $                 (5,204,391)  $           (1,085,989)

Weighted average common shares outstanding:
      Basic and diluted                                          7,569,658               10,000,000

Loss per share:
      Basic and diluted                       $                      (0.69)  $                (0.11)
</TABLE>

These  unaudited  pro  forma results have been prepared for comparative purposes
only  and  include certain adjustments.  They do not purport to be indicative of
the  results  of  operations  that  actually  would  have  resulted  on the date
indicated,  or  which  may  be  obtained  in  the  future.







NOTE  C  -  MERGER  WITH  K-1  BUILDERS,  INC.

On  April  22,  2002,  the  Company  completed  an  Agreement and Plan of Merger
("Merger")  with  K-1  Builders, Inc., or "K- 1 Builders"), an inactive publicly
registered  shell corporation with no significant assets or operations under the
laws  of  the  State  of  Delaware.  As a result of the acquisition, there was a
change  in  control  of  the public entity, and K-1 Builders changed its name to
NexGen  Vision,  Inc

For  accounting  purposes,  the  Company  shall  be  the  surviving  entity. The
transaction  is accounted for using the purchase method of accounting. The total
purchase  price and carrying value of net assets acquired of Nexgen was $22,888.
Since  its  inception  in  August 2000, and up until the date of the Merger, K-1
Builders  was an inactive corporation with no significant assets and liabilities
and no material operations.  The results of operations subsequent to the date of
the  Merger  are  included  in  the  Company's consolidated statement of losses.

Effective  with  the  Merger, all previously outstanding common stock, preferred
stock,  options  and warrants owned by the Company's stockholders were exchanged
for  an aggregate of 7,700,000 shares of Nexgen Class B common stock.  The value
of  the  stock  that was issued was the historical cost of Nexgen's net tangible
assets, which did not differ materially from their fair value.  The value of the
2,300,000  shares  of  class  A  common stock that were retained by K-1 Builders
stockholders  was  based on the par value of $.001 per share of NexGen's class A
common  stock.  In  accordance with Accounting Principles Opinion No. 16, Nexgen
is  the  acquiring  entity.  In  accordance with Statement of Position 98-5, the
Company  has  expensed  the $22,888 in the current period as organization costs.

The  total  consideration paid was $22,888 and the significant components of the
transaction  are  as  follows:

         Common stock retained by Nexgen Vision shareholders    $      2,300
         Excess of assets acquired over liabilities assumed          (25,188)
                                                                -------------
         Total consideration paid                               $    (22,888)
                                                                =============


The  excess  consideration  paid  has  been  accounted for as additional paid in
capital.

                                      F-14

<PAGE>
                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  D  -  PROPERTY,  PLANT  AND  EQUIPMENT

The  Company's  property,  plant and equipment at September 30, 2002 consists of
the  following:


      Furniture & Fixtures         $       179,352
      Leasehold Improvements                15,774
      Computer Software                     10,920
                                  -----------------
        Total                              206,046
      Accumulated Depreciation             (22,155)
                                  ------------------
                                   $       183,881
                                  ==================

Depreciation  expense  included as a charge to income amounted to $22,165 and $0
for  the  year ended September 30, 2002 and the period ended September 30, 2001,
respectively.


NOTE  E  -  NOTES  PAYABLE

Notes  Payable  at  September  30,  2002  were  as  follows:

<TABLE>
<CAPTION>
<S>                                                                               <C>

Series  of  advances unsecured and payable on demand to Company officer, accrues
interest  at  0% per annum, matures on January 1, 2003 (see Note K).              $    10,229
Note  payable  to  an  individual  related  to  the  purchase  of  Cobra Vision,
subordinate  to the Bank Line of credit, payable on demand and accruing interest
at  0%  per  annum.                                                                 1,000,000
                                                                                  -------------
                                                                                    1,010,229
Less: current portion                                                              (1,010,229)
                                                                                  -------------
                                                                                   $        -
                                                                                  =============
</TABLE>

NOTE  F  -  LINE  OF  CREDIT

Bank  Line  of  Credit,  secured by receivables, inventory, property, plant, and
equipment,  guaranteed by third party (see Note P), line cannot exceed $550,000,
accrues  interest  at an annual rate of prime plus 1 %, to be repaid by December
5,  2002.


NOTE  G  -  INCOME  TAXES

The  Company  has  adopted  Financial  Accounting Standard Number 109(SFAS 109),
which  requires  the  recognition of deferred tax liabilities and assets for the
expected  future  tax  consequences  of  events  that  have been included in the
financial  statement or tax returns. Under this method, deferred tax liabilities
and  assets  are determined based on the difference between financial statements
and  tax  basis  of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse. Temporary differences
between  taxable income reported for financial reporting purposes and income tax
purposes  are  insignificant.


                                      F-15
<PAGE>



                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  G  -  INCOME  TAXES  (CONTINUED)

For  income tax reporting purposes, the Company's aggregate unused net operating
losses approximate $3,993,000, which expire through 2022. The deferred tax asset
related  to  the  carryforward  is  approximately  $1,358,000.  The  Company has
provided  a  valuation reserve against the full amount of the net operating loss
benefit,  since  in the opinion of management based upon the earnings history of
the  Company,  it  is  more  likely than not that the benefits will be realized.
Significant  changes  in  ownership  may  limit  the Company's future use of its
existing  net  operating  losses.

Components  of  deferred  tax  assets  as  of September 30, 2002 are as follows:

Non-current:
Net operating loss carryforward     $    1,358,000
Valuation allowance                     (1,358,000)
                                    ---------------
 Net deferred tax asset             $            -
                                    ===============


NOTE  H  -  COMMITMENTS  AND  CONTINGENCIES

Operating  Lease  Commitments
-----------------------------

The Company leases office space and distribution space for its corporate offices
in  Cumming,  Georgia  on  a  month  to  month  basis.

Rent  expense  included as a charge to income amounted to $26,975 and $0 for the
year ended September 30, 2002 and the period from March 6, 2001 to September 30,
2001,  respectively.

Employment  Agreements
----------------------

The  Company  has employment agreements with three individuals. These agreements
provide  for  annual  base  compensation  of  $420,000  per annum and automobile
allowance  of  $2,250  per month.  In addition to salary and benefit provisions,
the  agreement  includes  defined  commitments should the employee terminate the
employment  with  or  without  cause.

License  Agreement
------------------

In April 2002, the Company executed a License Agreement with Technology Resource
International Corporation ("TRIC, a research and development company experienced
in  the  development of a variety of areas of ophthalmic lens technology and the
inventor  and  owner  of  a  proprietary  method  for  high-speed manufacture of
spectacle  lenses.  TRIC  granted  the Company a non-exclusive, non-transferable
worldwide  license to all intellectual property rights related to spectacle lens
equipment,  products, accessories, and supplies in exchange for 1,100,000 shares
of  the  Company's Class A common stock valued at $1,000,000, and minimum annual
royalties  equal  to  the  greater  of 25% of gross profit or $350,000 per year,
commencing  in  fiscal  year  2003  (see  Note I). The total value of the shares
issued  of  $1,000,000  was charged to license fee expense during the year ended
September  30,  2002  (see Note I).  The Company is also required to pay minimum
annual  royalty fees of $350,000 per year against higher royalties from sales of
the  licensed  technologies  for  the life of any patents used by the Company in
casting  and  print  coating  products  or  processes.  Other  royalty  payments
required  include  25%  of  the  gross  profits  derived  from  the sale of TRIC
intellectual  property licensed to the Company and 75% of any royalties, fees or
other  payments  excluding  fees  relating  to  the  sale of equipment and other
tangible  properties  received from unaffiliated third parties.  As of September
30,  2002,  no  royalty  payments  are  required.

                                      F-16

<PAGE>

                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  H  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Research  and  Development  Agreement
-------------------------------------

On  April  10,  2002,  the Company executed a Research and Development Agreement
("R&D Agreement") with TRIC to retain TRIC for research and development services
during  the  calendar  years  2002 through 2006.  During each calendar year, the
Company  may  engage  TRIC  for  up  to  4,000 hours of research and development
services  pertaining to ophthalmic lenses and related equipment and accessories.
The  Company  is required to pay TRIC a minimum of $600,000 throughout 2002 with
$200,000  due  on  April 30, 2002, $200,000 due on May 15, 2002, $100,000 due on
July  1,  2002  and  $100,000  due  on  October  1, 2002.  The Company paid TRIC
$700,000  for  research and development services during the year ended September
30, 2002, consisting of $250,000 in cash and $450,000 of units of Class A common
stock under the First Private Placement (see Note I).  The  $700,000 of the cash
and  shares  issued  was  charged  to income during the year ended September 30,
2002.  Effective  September  1,  2002,  the  Company  entered  into  an extended
agreement  with  TRIC  agreeing  to  pay it $100,000 per month as a research and
development fee for a period of three years ending August 30, 2005.  The Company
may  terminate  the R&D Agreement after July 1, 2005 by a 90 day written notice.
TRIC  may  charge  a  late  payment fee of one percent per month on all past due
balances.

Litigation
----------

The Company is subject to other legal proceedings and claims, which arise in the
ordinary  course  of  its  business.  Although  occasional  adverse decisions or
settlements  may  occur, the Company believes that the final disposition of such
matters will not have material adverse effect on its financial position, results
of  operations  or  liquidity.


NOTE  I-  STOCKHOLDERS'  EQUITY

The  Company  is  authorized  to issue 50,000,000 shares of Class A common stock
with  a  par value of $.001 per share. As of September 30, 2002, the Company has
issued and outstanding 4,570,000 shares of Class A common stock.  The Company is
authorized to issue 7,700,000 shares of class B common stock with a par value of
$.001  per  share.  As  of  September  30,  2002,  the  Company  has  issued and
outstanding  7,700,000  shares  of  class  B  common stock.  The Company is also
authorized  to  issue  10,000,000  shares of preferred stock with a par value of
$.0001  per  share.  There  are no preferred shares outstanding at September 30,
2002.

In  2001,  the  Company  issued 2,970,000 shares of previously authorized common
stock  to  a founder in exchange for services.  The Company valued the shares at
$.001 per share, which approximated the fair value at the time the services were
rendered.  The compensation cost of $2,970 was charged to income during the year
ended  September  30,  2001.

On  October 18, 2001, the Company issued 2,542,500 shares of the Company's newly
authorized  Class  A  common stock to the other Company founders in exchange for
services.  The  Company valued the shares at $.001 per share, which approximated
the fair value at the time the services were rendered.  The compensation cost of
$2,543  was  charged  to  income  during  the  year  ended  September  30, 2002.

On  October 20, 2001, the Company issued 1,200,000 shares of the Company's Class
A  common  stock,  which  approximated  the  fair value of the Company's class A
common stock at the date of acquisition, to the President of Cobra in connection
with  its  acquisition  of  18.75%  of  Cobra  Vision  (see  Note  B).

On November 1, 2001, the Company issued 3,957,500 share of the Company's class A
common  stock with a par value of $.001 per share to the President of FB Florida
in connection with its acquisition of 99% of FB Florida (see Note B).  The total
cost  of  the  acquisition  is  valued  at  $3,957,  or  $.001  per share, which
approximated the fair value of the Company's class A common stock at the date of
acquisition.

                                      F-17

<PAGE>

                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  I-  STOCKHOLDERS'  EQUITY  (CONTINUED)

On  April  22, 2002, effective with the Company's Merger with K-1 Builders, Inc.
(see  Note C), all previously outstanding common stock, preferred stock, options
and warrants owned by the Company's stockholders were exchanged for an aggregate
of  7,700,000  shares  of  the Company's Class B common stock.  The value of the
stock  that  was issued was the historical cost of NexGen's net tangible assets,
which  did  not  differ  materially  from  their  fair  value.  The value of the
2,300,000  shares  of  Class  A common stock that were retained by K-1 Builders,
Inc.  stockholders  was  based  on  the  par  value  of  $.001  per share of the
Company's Class A common stock (see Note C).  The Company subsequently cancelled
1,150,000  shares  of the Class A common stock retained by the K-1 Builders, Inc
stockholders.

In  April  2002, the Board of Directors authorized a private placement to sell a
minimum  of  10  units  priced  at $45,000 per unit, with one unit consisting of
30,000  shares  of  Class  A  common  stock  and  30,000 warrants to purchase an
additional  30,000  shares  of Class A common stock ("First Private Placement").
Each  warrant  may be exchanged for one share of Class A common stock at a price
of  $3.00  per  share.  The  warrants are exercisable on the earlier of one year
after the date that the unit is purchased or the effective date that the Company
completes  a  registration  with the Securities and Exchange Commission ("SEC").
The  expiration  date  for  the  warrants  is two years after the date that they
become  exercisable.  Net  proceeds  from this private placement as of September
30,  2002  were  $988,725,  which  is net of offering expenses of $68,775.  This
resulted  in  the  issuance  of  705,000  shares  of  Class  A  Common  Stock.

On  July 1, 2002, the Company issued 10 units under the First Private Placement,
which  consisted  of 300,000 shares of Class A common stock and 300,000 warrants
to  purchase an additional 300,000 shares of Class A common stock, to Technology
Resource International Corporation ("TRIC") in connection with payments pursuant
to  a  Research  and  Development Agreement ("R&D Agreement") (see Note H).  The
shares  were valued at $1.50 per share, which approximated the fair value of the
services  rendered.  The  total  cost  of  $450,000  was charged to research and
development  expense  during  the  year  ended  September  30,  2002.

On July 1, 2002, the Company issued 5.5 units under the First Private Placement,
which  consisted of 165,000 shares of Class A common stock and 165,000 warrants,
in  exchange  for  the  cancellation of $247,500 of previously incurred debt and
interest  to  the  Company's  Chief  Executive  Officer and the President of the
Company.  The shares were valued at $1.50 per share, which approximated the fair
value  of  the  stock  at  the  time  the  debt  was  incurred.

On  September  30,  2002,  the Company issued 1,100,000 shares of Class A common
stock  to  TRIC in connection with a $1,000,000 license fee owed under a License
Agreement  for  a  non-exclusive,  non-transferable  worldwide  license  to  all
intellectual  property  rights  related  to  spectacle lens equipment, products,
accessories,  and  supplies  (see  Note H).  The shares were valued at $0.91 per
share, which approximated the fair value of the license fee.  The total value of
$1,000,000  was  charged to selling, general, and administrative expenses during
the  year  ended  September  30,  2002.

In  September 2002, the Company entered into another private placement agreement
("The Jessup Agreement") with Jessup & Lamont Securities Corporation ("Jessup").
Under this agreement Jessup is selling maximum of 72 stock units for $25,000 per
unit.  Each  unit  is  comprised  of  25,000  shares of Class A Common Stock and
12,500  redeemable  Class  A  warrants  ("The  Warrants").  Each  Warrant may be
exchanged  for  one  share  of  Class  A  Common Stock at a price of $3.00.  The
Warrants are exercisable on the earlier of one year after the date that the unit
is  purchased  or  the  effectiveness  of  a registration statement with the SEC
related  to  the  Warrants.  The  expiration  date for the warrants is two years
after  the  date  that they become exercisable.  As a commission fee for selling
the  stock  units, Jessup is paid cash of $2,250 for each unit sold and receives
1/10  of  an  option  to purchase a unit for each unit sold.  Each option may be
exchanged  for  one  stock unit at a price of $27,500 per unit.  The options are
exercisable  on  December  12,  2002  and  expire  on  December 11, 2007.  As of
September  30,  2002,  no  units  had  been  issued  under the Jessup Agreement.

                                      F-18

<PAGE>

                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  J  -  WARRANTS

 The  Company  has  issued  warrants  to  private  investors in conjunction with
private  placements  and  consultants  for  research  and  development services.

The  following  table  summarizes  the  changes  in warrants outstanding and the
related  prices  for  the  shares  of  the  Company's  common  stock  issued  to
shareholders  at  September  30,  2002.

               Warrants Outstanding          Warrants Exercisable
               --------------------          --------------------
<TABLE>
<CAPTION>

               Warrants Outstanding                                         Warrants Exercisable
               --------------------                                         --------------------

                   Weighted Average       Weighted          Weighted
                        Number        Contractual Life       Average         Number         Average
Exercise Prices:     Outstanding          (Years)        Exercise Price   Exercisable   Exercise Price
-----------------  ----------------  ------------------  ---------------  ------------  ---------------
<S>                    <C>               <C>                 <C>              <C>           <C>

3.00                     1,170,000                2.71  $          3.00             -  $             -
1.50                       150,000                4.83  $          1.50             -  $             -
                   ----------------  ------------------  ---------------  ------------  ---------------
                         1,320,000                2.96  $          2.83             -  $             -
                   ================  ==================  ===============  ============  ===============
</TABLE>


Transactions  involving  the  Company's  warrants  issuance  are  summarized  as
follows:

                                     Number     Weighted  Average
                                   of  shares    Exercise  Price
                                   ----------    ---------------
Outstanding at March 6, 2001           -            $-
                                   ==========    ===============
Granted                                    -         -
Exercised                                  -         -
Cancelled                                  -         -
                                   ---------     ---------------
Outstanding at September 30, 2001          -     $   -
                                   =========     ===============
Granted                            1,320,000       2.83
Exercised                                  -         -
Cancelled                                  -         -
                                   ---------     ---------------
Outstanding at September 30, 2002  1,320,000     $2.83
                                   =========     ===============


The weighted-average fair value of stock warrants granted to shareholders during
the  years  ended  September  30,  2001  and  the  weighted-average  significant
assumptions  used  to  determine those fair values, using a Black-Scholes option
pricing  model  are  as  follows:


   Weighted average grant date fair value per share:                      $0.05
   Significant  assumptions  (weighted-average):
         Risk-free interest rate at grant date                            1.84%
         Expected stock price volatility                                    19%
         Expected dividend payout                                            -
         Expected warrant life-years (a)                             3.0 to 5.0
         (a)The  expected warrant life is based on contractual
            expiration dates.

In  July  2002,  the  Company  issued 300,000 warrants to purchase an additional
300,000  shares  of  the  Company's Class A common stock at an exercise price of
$3.00  per  share  to  a significant shareholder in connection with research and
development  services.  Additionally,  the Company issued 150,000 warrants to an
investment  firm  in  exchange  for  services.  The  Company  recorded  deferred
compensation  of  $60,390  for  both issuances, of which $0 was expensed for the
year  ended  September  30,  2002.

                                      F-19
<PAGE>
                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001



NOTE  J  -  WARRANTS  (CONTINUED)

If  the  Company  recognized  compensation  cost  for the non-qualified warrants
issued in accordance with SFAS No. 123, the Company's pro forma net loss and net
loss  per  share would have been $3,877,114 and $(0.78) in 2002 and $126,439 and
$(0.04)  for  the  period  March  6,  2001  to September 30, 2001, respectively.


NOTE  K  -  RELATED  PARTY  TRANSACTIONS

In  July  2002,  the Company issued 5.5 units under the First Private Placement,
which  consisted  of  165,000  shares  of the Company's Class A common stock and
165,000  warrants,  in  exchange for the cancellation of two previously incurred
notes  due  to two officers of the Company. The total value of the shares issued
was  $247,500,  which  comprised  of $242,949 of principal and $4,551 of accrued
interest.

In  July  2002,  the  Company issued 10 units under the First Private Placement,
which  consisted  of  300,000  shares  of the Company's Class A common stock and
300,000 warrants, in exchange for research and development services to an entity
controlled  by a significant shareholder of the Company.  The total value of the
shares  issued  was  $450,000  and  this  amount  was  charged  to  research and
development  expense  during  the  year  ended  September 30, 2002 (see Note I).

In  September 2002, the Company issued 1,100,000 shares of the Company's Class A
common stock to an entity controlled by a significant shareholder of the Company
in  connection with the payment of a technology license fee.  The total value of
the  shares  issued  was  $1,000,000  and this amount was charged to license fee
expense  during  the  year  ended  September  30,  2002  (see  Note  I).

In addition, the Company has entered into various consulting agreements with the
same  significant shareholder.  Under these agreements, the Company is committed
to  paying  research  and development expenses through August 2005 (see Note H).
During  the year ended September 30, 2002, the company has paid $320,000 in cash
and $450,000 in stock for research and development costs under these agreements.
These  amounts  were charged to income during the year ended September 30, 2002.

The Company's Vice President of Administration advanced funds to the Company for
working  capital  purposes.  As  of  September  30,  2002, the amount due to the
Company's  Vice  President  of  Administration  is  $10,229  (See  Note  E).  A
promissory note was executed on June 10, 2002 with a maturity date of January 1,
2003,  together  with  accrued  and  unpaid  interest  at  0%  per  annum.


NOTE  L  -  MAJOR  CUSTOMERS  AND  VENDORS

Revenue  from one (1) major customer approximated $256,859 or 19.4% of sales for
the year ended September 30, 2002.  The Company did not have any major customers
for  the  period  March  6,  2001  to  September  30,  2001.

Accounts  payable  from one (1) major supplier approximated $2,849,000 or 77% of
total  accounts  payable  at  September  30,  2002.


NOTE  M  -  LOSSES  PER  COMMON  SHARE

The  following  table  presents  the  computation  of basic and diluted loss per
share:


                                                    2002              2001
                                                    ----              ----
Net loss available for common shareholders     $  (3,867,022)     $  (126,439)
                                               ===============    =============
Basic and fully diluted loss per share         $       (0.79)     $     (0.04)
                                               ===============    =============
Weighted average common shares outstanding         4,901,868        3,000,000
                                               ===============    ==============
                                      F-20
<PAGE>

                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  N  -  SEGMENT  INFORMATION

The  Company's  two  reportable  segments  are  managed  separately  based  on
fundamental  differences in their operations.  During 2002 and 2001, the Company
operated  in  the  following  two  reportable  segments:

-    FB  Optical  is  engaged  in  the  business  of  refurbishing  used optical
     equipment  for  resale.

-    Cobra  Vision is a distributor of ophthalmic polycarbonate and glass lenses
     used  in  eyeglasses.

The  Company  also  segments  its  business  through geographic locations. Those
geographic  segments  are:

-     United  States
-     India
-     Russia
-     Sri  Lanka

Segment  operating  income  (loss) is total segment revenue reduced by operating
expenses  identifiable  with  the  business  segment.

The  Company  evaluates performance and allocates resources based upon operating
income. The accounting policies of the reportable segments are the same as those
described  in  the  summary  of  accounting policies. There are no inter-segment
sales.



                                      F-21



<PAGE>


                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  N  -  SEGMENT  INFORMATION  (CONTINUED)

The  following  table  summarizes  segment  asset  and  operating  balances  by
reportable  segment.


<TABLE>
<CAPTION>

                                                 2002         2001
                                             ------------  ----------
<S>                                             <C>           <C>
NET SALES TO EXTERNAL CUSTOMERS:
FB Optical                                   $   253,424   $ 142,372
Cobra Vision                                   1,498,330           -
All Other                                              -           -
                                             ------------  ----------
    Total Sales to External Customers        $ 1,751,754   $ 142,372
                                             ============  ==========

DEPRECIATION AND AMORTIZATION:
FB Optical                                   $         -   $  39,352
Cobra Vision                                      22,165           -
All Other                                              -           -
                                             ------------  ----------
   TOTAL DEPRECIATION AND AMORTIZATION       $    22,165   $  39,352
                                             ============  ==========

GENERAL AND ADMINISTRATIVE EXPENSE:
FB Optical                                   $   237,448   $ 179,403
Cobra Vision                                   1,341,682           -
All Other                                      1,621,659           -
                                             ------------  ----------
   TOTAL GENERAL AND ADMINISTRATIVE EXPENSE  $ 3,200,789   $ 179,403
                                             ============  ==========

CAPITAL EXPENDITURES:
FB Optical                                   $         -   $       -
Cobra Vision                                      27,036           -
All Other                                              -           -
                                             ------------  ----------
  TOTAL CAPITAL EXPENDITURES                 $    27,036   $       -
                                             ============  ==========

OPERATING (LOSSES):
FB Optical                                   $   (72,288)  $(126,439)
Cobra                                         (1,066,463)          -
All Other                                     (2,391,659)          -
                                             ------------  ----------
   TOTAL SEGMENT OPERATING LOSSES            $(3,530,410)  $(126,439)
                                             ============  ==========


SEGMENT ASSETS:
FB Optical                                   $   100,037   $ 383,374
Cobra Vision                                   4,154,337           -
All Other                                             44           -
                                             ------------  ----------
    TOTAL SEGMENT ASSETS                     $ 4,254,418   $ 383,374
                                             ============  ==========


</TABLE>

                                      F-22


<PAGE>


                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  N  -  SEGMENT  INFORMATION  (CONTINUED)

Information  concerning  principal geographic areas is presented below according
to  the  area  where  the  activity  is  taking  place.
<TABLE>
<CAPTION>

                                        2002       2001
                                     ----------  --------
<S>                                  <C>         <C>

NET SALES TO EXTERNAL CUSTOMERS:
United States                        $1,714,577  $142,372
India                                     3,060         -
Russia                                   24,613         -
Sri Lanka                                 9,504         -
                                     ----------  --------
  TOTAL SALES TO EXTERNAL CUSTOMERS  $1,751,754  $142,372
                                     ==========  ========

ASSETS:
United States                        $4,254,418   383,374
India                                         -         -
Russia                                        -         -
Sri Lanka                                     -         -
                                     ----------  --------
   TOTAL ASSETS                      $4,254,418  $383,374
                                     ==========  ========

</TABLE>

NOTE  O  -  GOODWILL  AND  OTHER  INTANGIBLE  ASSETS - ADOPTION OF STATEMENT 142

In  July  2001,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 141 "Business Combinations" (SFAS No. 141)
and  Statement  of  Financial  Accounting  Standards No. 142 "Goodwill and Other
Intangible  Assets" (SFAS No. 142).  SFAS No. 141 addresses financial accounting
and  reporting  for business combinations.  This statement requires the purchase
method of accounting to be used for all business combinations, and prohibits the
pooling-of-interests  method  of accounting. This statement is effective for all
business  combinations  initiated  after  June  30,  2001  and  supercedes  APB
Opinion  No.  16,  "Business  Combinations"  as  well  as  Financial  Accounting
Standards  Board Statement of Financial Accounting Standards No. 38, "Accounting
for  Preacquisition  Contingencies  of  Purchased  Enterprises".

SFAS  No.  142 addresses how intangible assets that are acquired individually or
with  a  group  of  other assets should be accounted for in financial statements
upon  their acquisition.  This statement requires goodwill amortization to cease
and  for  goodwill  to  be periodically reviewed for impairment for fiscal years
beginning  after  October 31, 2001.  SFAS No. 142 supercedes APB Opinion No. 17,
"Intangible Assets". The Company adopted the provisions of this standard for the
year  ended  September  30,  2002.

Upon  adoption  of FAS 142 in fiscal year 2002, the Company recorded a one-time,
non-cash  charge  of  approximately $300,528 to reduce the carrying value of its
goodwill  related  to the purchase of FB California (see Note B). Such charge is
non-operational  in  nature  and  is  reflected  as  a  cumulative  effect of an
accounting  change  in the accompanying consolidated statement of operations. In
calculating the impairment charge, the fair value of the impaired reporting unit
was  estimated  at  the  fair  value  of assets underlying the business, thereby
eliminating  the  goodwill  element  entirely.

The following table presents the impact of SFAS 142 on net income (loss) and net
income (loss) per share had SFAS 142 been in effect for the year ended September
30,  2002  and  the  period  March  6,  2001  to  September  30,  2001:


                                      F-23

<PAGE>






                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  O  -  GOODWILL  AND  OTHER  INTANGIBLE  ASSETS - ADOPTION OF STATEMENT 142
(CONTINUED)



                                                       March 6, 2001 to
                                          2002       September 30, 2001
                                      ------------  --------------------
Net (loss)                            $(3,867,022)  $          (126,439)

Adjustments:

Amortization of goodwill                        -                39,352

Impairment of goodwill                    300,528                     -

Adjusted net (loss)                   $(3,566,494)  $           (87,086)

Shares used to compute basic and
  diluted net loss per common share     4,901,868             3,000,000

Adjusted basic and diluted net loss
  per common share                    $     (0.73)  $             (0.03)
                                      ============  ====================

Reported basic and diluted net loss
 per common share                     $     (0.79)  $             (0.04)
                                      ============  ====================


NOTE  P  -  SUBSEQUENT  EVENTS

The  Company  has  entered into a stock placement agreement with Jessup & Lamont
Securities  Corporation.  ("Jessup").  Under  this agreement Jessup is selling a
maximum  of  72  equity  units  for  $25,000  per unit in a private placement to
sophisticated  investors.  Each  unit  is  comprised of 25,000 shares of Class A
Common  Stock  and  12,500  redeemable  Class A warrants ("The Warrants").  Each
Warrant  may  be  exchanged for one share of Class A Common Stock at an exercise
price  of  $3.00.  The Warrants are exercisable on the earlier of one year after
the  date  that  the  unit  is  purchased or the effective date that the Company
completes  a registration with the SEC.  The expiration date for the warrants is
two  years  after  the  date that they become exercisable.  As a commission fee,
Jessup  will  be paid cash of $2,250 for each unit sold and will receive 1/10 of
an  option  to purchase a unit for each unit sold.  Each option may be exercised
for  one  stock  unit at an exercise price of $27,500 per unit.  The options are
exercisable  on  December  12,  2002  and  expire  on  December  11,  2007.

Subsequent  to  the  date  of  the  financial statements,, the Company issued 85
units,  which  is  comprised  of 2,125,000 share of the Company's class A common
stock  and  1,062,500  Warrants,  resulting  in  proceeds  of $1,917,500, net of
offering  costs  of  $207,500.  The  Company  also  issued  options to Jessup to
purchase  7.6  units  in  consideration  for  financial  advisory  services.

Subsequent  to the date of the financial statements, the Company defaulted under
the  terms  of  a  Pledge  Agreement whereby the Company had agreed to release a
third party Guarantor from its obligation to secure the Company's Line of Credit
(see  Note E). Under the Agreement, the Company's principal shareholders pledged
6,707,500  shares  of the Company's Class B common stock to secure the Guaranty.
The  guarantor  recently agreed to take no action pending payment of the Line of
Credit by January 17, 2003. As consideration for this deferral, we issued to the
guarantor  an  option  to  purchase three units under the Jessup Agreement, each
unit  consisting  of  25,000 shares of the Company`s Class A common stock with a
par  value  of $.001 per share and 12,500 Warrants, each entitling the holder to
purchase one share of the Company`s Class A common stock at an exercise price of
$3.00  per  share.  The  option is exercisable at $27,500 per unit over a twelve
month period beginning with the effective date of a registration statement filed
with  the  SEC.

                                      F-24
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                               NEXGEN VISION, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001


NOTE  Q  -  GOING  CONCERN

The  accompanying  statements have been prepared on a going concern basis, which
contemplates  the  realization  of assets and the satisfaction of liabilities in
the  normal  course of business. As shown in the financial statements during the
year  ended  September  30, 2002, the Company incurred losses from operations of
$3,867,022.  This  factor  among  others  may  indicate that the Company will be
unable  to  continue  as  a  going  concern  for  a  reasonable  period of time.

The  Company's  existence  is  dependent  upon  management's  ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the  Company will attain profitable status and improve its liquidity through the
continued  developing,  marketing  and  selling  of  its products and additional
equity  investment  in the Company. The accompanying financial statements do not
include  any  adjustments  that  might  result  should  the Company be unable to
continue  as  a  going  concern.

In  order  to  improve  the Company's liquidity, the Company is actively pursing
additional  equity  financing  through  discussions  with investment bankers and
private  investors  (see  Note P). There can be no assurance the Company will be
successful  in  its  effort  to  secure  additional  equity  financing.

If  operations  and  cash  flows  continue  to  improve  through  these efforts,
management  believes  that  the  Company  can  continue  to operate. However, no
assurance  can  be  given  that  management's  actions will result in profitable
operations  or  the  resolution  of  its  liquidity  problems.




                                      F-25


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