<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                FORM 10-KSB/A No. 1

   [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]

<PAGE>


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





<PAGE>

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.


                                      -2-
<PAGE>

     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.

                                      -3-
<PAGE>


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.


                                      -4-
<PAGE>

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

                                      -5-
<PAGE>

with  Polylite  for a substantial period of time concerning establishing a joint
venture  in  Taiwan. The joint venture would acquire and equip 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:

-    the systems are small, requiring 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 currently  used  by  ophthalmic  laboratories.

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

                                      -6-
<PAGE>

     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 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 casting systems and consumables to the joint venture
          at  prearranged  discounts from list prices, as in effect from time to
          time;



                                      -7-
<PAGE>

     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:

                                      -8-
<PAGE>

     -    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;

     -    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

                                      -9-
<PAGE>

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:

                                      -10-
<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.


                                      -11-
<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 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.


                                      -12-
<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.




                                      -13-
<PAGE>
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".

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

                                      -14-
<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."

                                      -15-
<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.

                                      -16-
<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 are
described in Note P. Our current line of credit is now due February 18, 2003. We
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. 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. It will also make necessary cuts in
expenditures  as  required.

     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  meet our  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.

                                      -17-
<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  and development
partner,  the  effectiveness  of these technologies, our ability to compete, the
effectiveness  of  the  new  photochromic  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, 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.


                                      -18-
<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. 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

                                      -19-
<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

                                      -20-
<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

                                      -21-
<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.

                                      -22-
<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.

                                      -23-
<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.



                                      -24-
<PAGE>

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.
(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.

                                      -25-
<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.

     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

                                      -26-
<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 consideration for this deferral and in recognition of several previous
extensions  and  deferrals  granted  to  us  by  the guarantor, we issued to the
guarantor  an  option  to  buy  three  units  of  our  securities. 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. We
agreed to register the Class A common stock and the 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.

     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.


                                      -27-
<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 in Form 10-KSB for the year ended September 30, 2002.
**     Contained in 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.




                                      -28-
<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  17th  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  17,  2003

/s/  Hermann  Burckhardt
------------------------
Hermann  Burckhardt       Director                                   January  17,  2003

/s/  Alberto  Burckhardt
------------------------
Alberto  Burckhardt       Director                                   January  17,  2003

/s/  Jack  Wissner        Vice  President  of  Administration
------------------        (Chief  Financial  Officer)                January  17,  2003
Jack  Wissner

</TABLE>
                                      -29-
<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

                                      -30-
<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  17,  2003                    /S/  GARY  LAFFERTY
                                             ----------------------------
                                             GARY  LAFFERTY
                                             CHIEF  EXECUTIVE  OFFICER







                                      -31-
<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);

                                      -32-
<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  17,  2003                    /S/  JACK  WISSNER
                                             -----------------------------------
                                             JACK  WISSNER
                                             VICE  PRESIDENT  OF  ADMINISTRATION
                                            (CHIEF  FINANCIAL  OFFICER)



                                      -33-


<PAGE>