<PAGE>

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

                                   Form 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended October 31, 2006

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

     For the transition period from __________ to __________.

                         Commission File Number 0-10315

                            IMPLANTABLE VISION, INC.
           (Name of small business issuer as specified in its charter)

<TABLE>
<S>                                                          <C>
              Utah                                                95-4091368
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)
</TABLE>

              20-30 47th Street, Second Floor, Astoria, N.Y. 11105
                    (Address of principal executive offices)

                                  212-835-6198
                           (Issuer's telephone number)

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of December ___, 2006, 31,849,171 shares the registrant's common stock were
outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>

                            IMPLANTABLE VISION, INC.

                                   FORM 10-QSB

                                      INDEX

<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        --------
<S>                                                                     <C>
PART I.  Financial Information

Item 1.  Financial Statements:

         Balance Sheets - October 31, 2006 and July 31, 2006.........       3

         Statements of Operations - Three months ended October 31,
         2006 and September 1, 2005 (Inception) to October 31, 2006..       4

         Statement of Stockholders' Equity - October 31, 2006........       5

         Statement of Cash Flows - Three months ended October 31,
         2006 and September 1, 2005 (Inception) to October 31, 2006..       6

         Notes to Financial Statements...............................       7

Item 2.  Management's Discussion and Analysis or Plan of Operation...      10

Item 3.  Controls and Procedures.....................................      17

PART II. Other Information:

Item 6.  Exhibits....................................................      18

Signatures...........................................................      19
</TABLE>


                                        2

<PAGE>

ITEM 1. FINANCIAL STATEMENTS

                            IMPLANTABLE VISION, INC.
                         (A Development Stage Company)
                                 Balance Sheet

<TABLE>
<CAPTION>
                                                                      Unaudited      Audited
                                                                     October 31,     July 31,
                                                                         2006          2006
                                                                     -----------   -----------
<S>                                                                  <C>           <C>
ASSETS:
Current Assets:
   Cash                                                              $   101,057   $    92,859
   Prepaid Expense                                                        10,000            --
   Employee Advance                                                       11,667            --
                                                                     -----------   -----------
      Total Current Assets                                               122,724        92,859
                                                                     -----------   -----------
Fixed Assets:
   Property & Equipment                                                   99,114        45,114
   Less Accumulated Depreciation                                          (4,512)       (4,512)
                                                                     -----------   -----------
      Total Fixed Assets                                                  94,602        40,602
                                                                     -----------   -----------
Other Assets:
   CIBA Patent                                                         1,000,000     1,000,000
                                                                     -----------   -----------
      Total Other Assets                                               1,000,000     1,000,000
                                                                     -----------   -----------
TOTAL ASSETS                                                         $ 1,217,326   $ 1,133,461
                                                                     ===========   ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts Payable                                                  $   193,108   $   110,289
   Note Payable                                                          900,000       200,000
                                                                     -----------   -----------
      TOTAL CURRENT LIABILTIES                                         1,093,108       310,289
                                                                     -----------   -----------
Stockholders' Equity:
   Preferred Stock, $.001 par value, 100,000,000 shares authorized
      Series A Convertible preferred stock 1,000,000 shares
      issued and outstanding October 31 and July 31, 2006                  1,000         1,000
   Common stock, $.001 par value, 150,000,000 shares authorized
      31,849,171 shares issued and outstanding October 31 and
      July 31. 2006                                                       31,850        31,850
   Stocks to be issued                                                     2,311         2,311
   Subscription Receivable                                            (2,750,000)   (2,750,000)
   Additional Paid-In Capital                                          4,472,644     4,472,644
   Deficit Accumulated during Deveolopment Stage                      (1,633,587)     (934,633)
                                                                     -----------   -----------
      TOTAL STOCKHOLDERS' EQUITY                                         124,218       823,172
                                                                     -----------   -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                             $ 1,217,326   $ 1,133,461
                                                                     ===========   ===========
</TABLE>

                         See Accountants' Review Report


                                        3
<PAGE>

                            IMPLANTABLE VISION, INC.
                         (A Development Stage Company)
                            Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                           September 1, 2005
                                      Three-Months Ended    (Inception) to
                                          October 31,         October 31,
                                             2006                 2006
                                      ------------------   -----------------
<S>                                   <C>                  <C>
REVENUE:
   Sales                                 $        --          $        --
                                         -----------          -----------
TOTAL INCOME                                      --                   --
                                         -----------          -----------
OPERATING EXPENSES:
   Research and Development Expense           40,266              128,430
   Administrative Expenses                   658,897            1,505,480
                                         -----------          -----------
TOTAL EXPENSES                               699,163            1,633,910
                                         -----------          -----------
NET LOSS FROM OPERATIONS                    (699,163)          (1,633,910)
                                         -----------          -----------
OTHER INCOME/EXPENSES:
   Interest Income                               209                  323
                                         -----------          -----------
NET OTHER INCOME/EXPENSES                        209                  323
                                         -----------          -----------
NET GAIN/LOSS                            $  (698,954)         $(1,633,587)
                                         ===========          ===========
PER SHARE INFORMATION:
   Weighted average number
   of common shares outstanding           31,849,171
                                         -----------
Net Loss per common share                $    (0.022)
                                         ===========
</TABLE>

                         See Accountants' Review Report


                                       4

<PAGE>

                            IMPLANTABLE VISION, INC.
                         (A Development Stage Company)
                          Stockholders' Equity (Deficit)
                                October 31, 2006

<TABLE>
<CAPTION>

                                  PREFERRED STOCK                                   ISSUABLE
                                     SERIES A             COMMON STOCKS           COMMON STOCK
                               --------------------   ---------------------   --------------------
                               # of Shares   Amount   # of Shares    Amount   # of Shares   Amount
                               -----------   ------   -----------   -------   -----------   ------
<S>                            <C>           <C>      <C>           <C>       <C>           <C>
Balance - September 1, 2005            --    $   --            --   $    --           --    $   --
                                ---------    ------    ----------   -------    ---------    ------
Recapitalization                1,000,000     1,000       362,200       363           --        --
Stock issued to Directors              --        --        10,000        10           --        --
Stock issued for Acquisition           --        --    30,000,000    30,000           --        --
Stock issued for cash                  --        --     1,476,971     1,477           --        --
Subscription receivable                --        --            --        --    2,310,924     2,311
Net Loss for Year                      --        --            --        --           --        --
                                ---------    ------    ----------   -------                 ------
Balance - July 31, 2006         1,000,000     1,000    31,849,171    31,850    2,310,924     2,311
                                ---------    ------    ----------   -------    ---------    ------
Net Loss for Period                    --        --            --        --           --        --
                                ---------    ------    ----------   -------    ---------    ------
Balance - October 31, 2006      1,000,000    $1,000    31,849,171   $31,850    2,310,924    $2,311
                                =========    ======    ==========   =======    =========    ======

<CAPTION>
                                                             Deficit
                                                           Accumulated
                                              Additional    During the       Total
                               Subscription     Paid-In    Development   Stockholders'
                                Receivable      Capital       Stage        Equity
                               ------------   ----------   -----------   -------------
<S>                            <C>            <C>          <C>           <C>
Balance - September 1, 2005    $        --    $       --   $        --     $      --
                               -----------    ----------   -----------     ---------
Recapitalization                        --      (476,163)           --      (474,800)
Stock issued to Directors               --            --            --            10
Stock issued for Acquisition            --       445,000            --       475,000
Stock issued for cash                   --     1,756,118            --     1,757,595
Subscription receivable         (2,750,000)    2,747,689            --            --
Net Loss for Year                       --            --      (934,633)     (934,633)
                               -----------    ----------   -----------     ---------
Balance - July 31, 2006         (2,750,000)    4,472,644      (934,633)      823,172
                               -----------    ----------   -----------     ---------
Net Loss for Period                     --            --      (698,954)     (698,954)
                               -----------    ----------   -----------     ---------
Balance - October 31, 2006     $(2,750,000)   $4,472,644   $(1,633,587)    $ 124,218
                               ===========    ==========   ===========     =========
</TABLE>

                         See Accountants' Review Report


                                       5
<PAGE>

                            IMPLANTABLE VISION, INC.
                         (A Development Stage Company)
                      Consolidated Statement of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                            September 1, 2005
                                                       Three-Months Ended     (Inception) to
                                                        October 31, 2006     October 31, 2006
                                                       ------------------   -----------------
<S>                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                                              $(698,954)          $(1,633,587)
   Stock issued for services                                      --                    10
   Depreciation                                                   --                  4512
   Adjustments to reconcile net loss to cash used
      by operating activities
   (Increase) in prepaid expenses                            (10,000)              (10,000)
   (Increase) in employee advances                           (11,667)              (11,667)
   (Decrease) Increase in accounts payable and
      accrued expenses                                        82,819               193,108
                                                           ---------           -----------
NET CASH USED BY OPERATING ACTIVITIES                       (637,802)           (1,457,624)
                                                           ---------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property                                      (54,000)              (99,114)
   Payment for acquisition net of liabilities assumed             --              (474,800)
   Purchase of patents                                            --            (1,000,000)
                                                           ---------           -----------
NET CASH USED FOR INVESTING ACTIVITIES                       (54,000)           (1,573,914)
                                                           ---------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from notes payable                               700,000               900,000
   Proceeds from stock issuance                                   --             2,232,595
                                                           ---------           -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                    700,000             3,132,595
                                                           ---------           -----------
NET INCREASE IN CASH & CASH EQUIVALENTS                        8,198               101,057
BEGINNING CASH & CASH EQUIVALENTS                             92,859                     -
                                                           ---------           -----------
ENDING CASH & CASH EQUIVALENTS                             $ 101,057           $   101,057
                                                           =========           ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for Interest                                  $      --           $        --
                                                           =========           ===========
   Cash paid for Income Taxes                              $      --           $        --
                                                           =========           ===========
</TABLE>

                         See Accountant's Review Report


                                       6


<PAGE>

                            IMPLANTABLE VISION, INC.
                         (A Development Stage Company)
                          Notes to Financial Statements
                                October 31, 2006
                                   (Unaudited)

Note 1 - Organization and Summary of Significant Accounting Policies:

Organization

     Implantable Vision, Inc. (the "Company") was incorporated on March 2, 1981
as Arrowhead Energy Corporation in the State of Utah. On December 16, 2005, the
Company acquired JIGJIG, LLC ("JIGJIG") in a stock exchange by issuing
30,000,000 shares of its common stock in exchange for all of the issued and
outstanding interests of JIGJIG. The acquisition transaction was accounted for
as a reverse acquisition resulting in the recapitalization of JIGJIG.
Accordingly, the historical financial statements of JIGJIG have been
retroactively restated to give effect to the recapitalization as if it had
occurred at the beginning of the first period presented. The Company changed its
name to Implantable Vision, Inc. in December 2005 in connection with the
acquisition of JIGJIG.

     JIGJIG was formed in the State of Ohio on September 1, 2005 as a holding
company for the purpose of owning all of intellectual property rights associated
with the TP.2 Phakic Lens.

     On December 16, 2005, the Company consummated an agreement with the members
of JIGJIG whereby it issued 30,000,000 shares of its common stock in exchange
for all of the issued and outstanding interests of JIGJIG. As a result of such
transaction, JIGJIG became a wholly-owned subsidiary of the Company. The
transaction was accounted for as a reverse acquisition resulting in a
recapitalization of JIGJIG, and as such JIGJIG's historical financial statements
became those of the Company.

Basis of Presentation - Development Stage Company:

     The Company has not earned any revenues from limited principal operations.
Accordingly, the "Company" activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Financial Accounting Standards
Board Statement No. 7 ("SFA 7"). Among the disclosures required by SFAS 7 are
that the Company's financial statements be identified as those of a development
stage company, and that the statements of operations, stockholders' equity
(deficit) and cash flows disclose activity since the date of the Company's
inception.

Basis of Accounting:

     The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.

Cash and Cash Equivalents:

     The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.

Use of Estimates:

     The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of


                                        7

<PAGE>

assets and liabilities, and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

Net Loss Per Share:

     The Company has adopted Statement of Financial Accounting Standards No.
128, "Earnings Per Share" (SFAS128"). Basic earnings per common share ("EPS")
calculations are determined by dividing net income (loss) by the weighted
average number of shares of common stock outstanding during the year.

Impairment of Long-Lived Assets:

     Management reviews the Company's assets for impairment whenever events or
changes in circumstances indicate that the carry amount of property and
equipment may not be recoverable under the provision of Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." If it is determined that an impairment loss has occurred
based upon expected future cash flows, the loss is recognized in the Company's
statement of operations.

Intangible Assets:

     The Company has intangible assets related to patents. The determination of
the related estimated useful lives and whether or not these assets are impaired
involves significant judgments. In assessing the recoverability of these
intangible assets, the Company uses an estimate of undiscounted operating income
and related cash flows over the remaining useful life, market conditions and
other factors to determine the recoverability of the asset. If these estimates
or their related assumptions change in the future, the Company may be required
to record impairment charges against these assets.

Property and Equipment:

     Equipment and property are capitalized at acquisition cost and depreciated
utilizing the straight-line method over its estimated useful life. Maintenance
and repairs are charged to operations as incurred.

Other Comprehensive Income:

     The Company has no material components of other comprehensive income (loss)
and, accordingly, net loss is equal to comprehensive loss in all periods.

Note 2 - Presentation of Interim Information:

     In the opinion of management, the accompanying unaudited financial
statements include all normal adjustments considered necessary to present fairly
the financial position as of October 31, 2006 and the results of operations and
cash flows for the three-months ended October 31, 2006. Interim results are not
necessarily indicative of results for a full year.

     The financial statements and notes are presented as permitted by Form
10-QSB, and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended July 31, 2006.
Accordingly, these unaudited financial statements should be read in conjunction
with the audited financial statements and the other information also included in
the Annual Report on Form 10-KSB for the fiscal year ended July 31, 2006.

Note 3 - Going Concern:

     The Company's financial statements have been presented on the basis that it
is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company
incurred net losses of approximately $698,954 for the three months ended October
31, 2006. The Company has not earned any revenue from operations, including the
sale of any of its


                                        8

<PAGE>

products, and its existing capital resources are currently insufficient for it
to continue its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The audit report prepared by
the Company's independent registered public accounting firm relating to the
Company's financial statements for the fiscal year ended July 31, 2006 includes
an explanatory paragraph expressing the substantial doubt about the Company's
ability to continue as a going concern.

     The Company's ability to continue as a going concern is dependent upon its
ability to develop additional sources of capital and to ultimately achieve
profitable operations. Consequently, the Company is actively working to obtain
short and long-term additional capital through various financing options.
However, the Company does not have any financing commitments at this time. There
can be no assurance that financing will be available to the Company on favorable
terms or at all. If the Company raises additional capital through the sale of
equity or convertible debt securities, the issuance of such securities may
result in dilution to existing stockholders. The accompanying financial
statements do not include any adjustments that might result from the outcome of
the uncertainties.

Note 4 - Notes Payable:

     On each of July 18, 2006, August 9, 2006 and August 25, 2006, the Company
issued a promissory note to an accredited investor in the aggregate principal
amount of $200,000, $50,000 and $650,000, respectively. The proceeds of the loan
evidenced by the notes were used for working capital purposes, and each note
bears interest at the rate of 5% per annum. As of October 31, 2006, the
aggregate amount payable on the foregoing notes is as follows:

<TABLE>
<S>                                    <C>
Promissory Note due July 18, 2007,
   with interest at 5% per annum.      $200,000
Promissory Note due August 9, 2007,
   with interest at 5% per annum.        50,000
Promissory Note due August 25, 2007,
   With interest at 5% per annum.       650,000
                                       --------
   Total Notes Payable:                $900,000
                                       ========
</TABLE>

Note 5 - Segment Information:

     The Company operates primarily in a single operating segment, the business
of research and development into phakic intraocular lenses to capture a portion
of the refractive surgical vision correction market.


                                        9

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Certain statements in this Report constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
our company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Factors
that might cause such a difference include, among others, uncertainties relating
to general economic and business conditions, intense competition for the
acquisition of businesses, and domestic and foreign government regulations. The
words "believe," "expect," "anticipate," "intend" and "plan" and similar
expressions identify forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date the statement was made.

ABOUT OUR COMPANY.

     Implantable Vision, Inc. is a development-stage company that intends to
commercialize phakic intraocular lenses (i.e., inside the eye contact lenses)
("P-IOLs") to capture a portion of the refractive surgical vision correction
market. Unless the context indicates otherwise, references in this report to
"we," "us," and "our company" refer to Implantable Vision, Inc. and its
consolidated subsidiaries.

     We have begun the regulatory approval process for our first two products,
our myopic TP.2 lens and our phakic refractive lens (the "PRL"), and are
targeting CE mark approval for our myopic TP.2 lens in the first quarter of
calendar year 2008 and U.S. Food and Drug Administration ("FDA") approval for
our myopic TP.2 lens in 2010. No revenues have been generated from operations
through the first quarter of the 2007 fiscal year.

     On December 16, 2005, we entered into a Plan and Agreement of
Reorganization with JIGJIG, LLC ("JIGJIG") pursuant to which JIGJIG merged with
and into BT Acquisitions, Inc., a wholly-owned subsidiary of our company (the
"JIG Transaction"). Dr. George Rozakis, the President, Chief Executive Officer
and a director of our company, Igor Valyunin, the Chief Scientific Officer and a
director of our company, and Jerry Kaeni, a director of our company, formed JIG
in September 2005 to hold the intellectual property for the TP.2 lens. As a
result of the JIG Transaction, we issued 30,000,000 shares of our common stock
to the interest holders of JIGJIG in exchange for their 100% interest in JIG.

STRATEGY.

     Our strategy is to position our company to rapidly develop and
commercialize a competitive portfolio of ophthalmic lens products worldwide.
During the first quarter of 2007, we continued to focus on raising capital in an
amount sufficient to enable us to carry out our business plan, designing and
testing of our TP.2 platform, and establishing our development, manufacturing
and clinical infrastructure. We anticipate that this focus will continue
throughout our 2007 fiscal year.

DESIGN AND TESTING OF THE TP.2 PLATFORM.

     We believe that we have successfully developed a posterior chamber P-IOL
that provides the market with a safe, effective, reversible and simple procedure
positioned to compete with LASIK surgery and other refractive intraocular lenses
in the vision correction market. Our clinical testing to date has demonstrated
that our TP.2 platform does not require an iridotomy (a hole that is cut with a
scalpel or laser into the iris of the eye to accommodate fluid flow), has
excellent centration, provides a high quality of vision, minimally impacts the
pristine structure of the eye and can be implanted in less than 10 minutes by a
skilled surgeon.

     We anticipate initiating CE Mark studies for our TP.2 platform in the first
quarter of calendar year 2007 and commencing our FDA studies in China soon
thereafter. We anticipate receiving a CE Mark and subsequently commercializing
the myopic TP.2 lens by the first quarter of calendar year 2008. We expect


                                       10

<PAGE>

our hyperopic TP.2 clinical trials and commercialization to lag our myopic TP.2
by two quarters. We anticipate introducing an FDA-approved product into the
market by 2010.

ESTABLISHMENT OF OUR DEVELOPMENT, MANUFACTURING AND CLINICAL INFRASTRUCTURE.

     Our strategy is to establish the development, manufacturing and clinical
infrastructure required to bring the TP.2 lens and future products from
inception to a final design ready for clinical trials. In October 2006, we
received an export permit from the FDA to allow for lens implantation and
clinical testing in the Dominican Republic. We plan to submit applications for
additional export permits for other clinical trial locations. We believe this
clinical infrastructure not only facilitates the clinical testing process, but
provides us with an investigator network that is prepared to rapidly recruit
patients and efficiently perform our clinical trials.

     During fiscal 2007, we plan to establish our regulatory, marketing and
sales infrastructure for our products to achieve regulatory approvals and
subsequent global commercialization by the beginning of calendar year 2008.

GENERAL.

     We expect to satisfy the majority of our cash needs during the current
fiscal year from capital raised through equity financings with a limited group
of investors. We believe we will be able to raise such funds on favorable terms
because of the major market advantages of our P-IOL products and the experience
of our management; however, there can be no assurance that we can do so. These
funds are necessary for us to continue our operations, finalize development and
clinical testing of our TP.2 lens and prepare for the subsequent international
commercialization of such lens.

     We face intense competition from the providers of other vision correction
techniques, including providers of LASIK and companies that market alternative
intraocular lens products, including Staar Surgical Company, Advanced Medical
Optics, Inc. and Alcon Laboratories, Inc. These latter three companies could
capture a large portion of the vision correction market with their posterior and
anterior chamber lenses, which lenses have been available in the U.S. and
European markets since 2004 and 2005, respectively. We believe our proprietary
lens technology offers several advantages over these alternative lens products
in terms of lens design, vision quality and simplicity/safety of surgical
procedure.

ACCOUNTING FOR RESEARCH AND DEVELOPMENT PROJECTS.

     Our major research and development projects relate to the refinement of our
lens platform technology for the development of myopic, hyperopic, astigmatic
and possibly multifocal and/or accommodating lens products, and the
investigation of novel lens materials for improved optical quality and
manufacturing efficiencies.

     During the first quarter of fiscal 2007, we expended resources on the
development and clinical testing of our myopic TP.2 lens product, for which we
expect to finalize development and initiate clinical trials in the first quarter
of the 2007 calendar year. The completion of clinical trials of this product in
Europe and Latin America, and eventually in the United States, may require
significantly greater funds than we currently have estimated in our financial
projections.

     Because of various uncertainties, we cannot predict the timing of
completion and commercialization of our TP.2 and PRL lens products. These
uncertainties include the success of current studies, our ability to obtain the
required financing to complete the studies and the time required to obtain
regulatory approval even if our research and development efforts are completed
and successful. We will not begin to generate revenues until our products
receive regulatory approval and are made commercially available. Currently, we
do not have any products that are approved for sale, and we have not generated
any revenue from the sale of our products. Thus, we cannot predict when our
company will begin to produce positive revenues, if at all.


                                       11

<PAGE>

     During the first quarter of the 2007 fiscal year, approximately all of our
$40,266 of research and development expenses were attributable to the
development of our TP.2 lens and the related platform technology. In addition to
these research and development expenses, when the salaries of those managers who
are on our development team are factored in, approximately 70% of the $699,163
in total expenses that we incurred during the first quarter of the 2007 fiscal
year was spent on product development activities and resources.

RESULTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 31, 2006

     We had a net loss of $698,954 for the fiscal quarter ending October 31,
2006. The expenses connected to this net loss were primarily comprised of
salaries and costs associated with research and development activities, which
salaries and costs accounted for approximately 70% of our total expenses.

DEVELOPMENTS

ESTABLISHMENT OF CLINICAL INFRASTRUCTURE.

     In September 2006, we received an export permit from the FDA for lens
implantation and authorization to begin clinical trials of our TP.2 lens product
in the Dominican Republic. This permit will allow us to rapidly test our TP.2
lens platform to finalize the design of the lens and to optimize the
implantation procedure. We plan to receive export permits from other countries
during the 2007 fiscal year, which will allow us to expand our network and
prepare for the rapid recruitment and efficient completion of our clinical
trials.

FINANCIAL CONDITION, LIQUIDITY AND RESOURCES

     To date, we have financed our development stage activities primarily
through private placements of our common stock and securities convertible into
our common stock, and the issuance of promissory notes to an accredited
investor.

     During the 2006 fiscal year, we entered into financing transactions with
ten accredited investors that participated in a private placement for the
purchase of our common stock at $1.19 per share (the "Private Placement").
Between December 20, 2005 and February 21, 2006, we received $1,757,595 in
consideration for the issuance of 1,476,971 shares of our common stock. In
addition to the Private Placement, we also entered into subscription agreements
with two accredited investors for the sale of 2,310,924 shares of our common
stock for an aggregate purchase price of $2,750,000 ($1.19 per share) pending
the listing of our common stock on the American Stock Exchange ("Pending
Subscription"). One of the investors who executed a subscription agreement in
connection with the Pending Subscription also purchased 420,168 shares of common
stock for an aggregate purchase price of $500,000 in the Private Placement.

     On each of July 18, 2006, August 9, 2006 and August 25, 2006, we issued a
promissory note to an accredited investor in the aggregate principal amount of
$200,000, $50,000 and $650,000, respectively. The proceeds of the loan evidenced
by the notes were used for working capital purposes, and each note bears
interest at the rate of 5% per annum.

     Our current cash position is insufficient to meet our current working
capital needs based on the pace of our planned activities. We require the
immediate acquisition of additional funds to support our continuing research and
development efforts and to meet our working capital requirements. While we have
in the past generally been able to raise capital as required, our cash balances
were very low during parts of the 2006 fiscal year and the first quarter of the
2007 fiscal year. Unforeseen problems with our clinical program or materially
negative developments in general economic conditions could interfere with our
ability to raise additional capital as needed, or materially adversely affect
the terms upon which such capital is available. If we are unable to raise
additional capital immediately, we will be unable to continue the development
and testing of our products and will be required to revise our business plan.
Any significant


                                       12

<PAGE>

modification of our business plan due to a lack of funding could be expected to
affect our prospects materially and adversely.

CRITICAL ACCOUNTING POLICIES

     Our discussion and analysis of our financial condition and results of
operations is based on our consolidated financial statements, which have been
prepared in conformity with accounting principles generally accepted in the
United States of America. The preparation of our financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

     We consider certain accounting policies related to impairment of long-lived
assets, intangible assets and accrued liabilities to be critical to our business
operations and the understanding of our results of operations:

     Impairment of Long-Lived Assets. Management reviews our assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of property and equipment may not be recoverable under the
provisions of Statement of Financial Accounting Standards No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets." If it is determined that
an impairment loss has occurred based upon expected future cash flows, the loss
is recognized in our statement of operations.

     Intangible Assets. We have intangible assets related to patents. The
determination of the related estimated useful lives and whether or not these
assets are impaired involves significant judgments. In assessing the
recoverability of these intangible assets, we use an estimate of undiscounted
operating income and related cash flows over the remaining useful life, market
conditions and other factors to determine the recoverability of the asset. If
these estimates or their related assumptions change in the future, we may be
required to record impairment charges against these assets.

OFF-BALANCE SHEET ARRANGEMENTS

     We have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, or on
changes in our financial condition, revenue or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
investors, and we do not have any non-consolidated special purpose entities.

CONTRACTUAL OBLIGATIONS
PAYMENTS DUE BY PERIOD

<TABLE>
<CAPTION>
  CONTRACTUAL               LESS THAN 1                           MORE THAN 5
  OBLIGATIONS      TOTAL        YEAR      1-3 YEARS   3-5 YEARS      YEARS
  -----------    --------   -----------   ---------   ---------   -----------
<S>              <C>        <C>           <C>         <C>         <C>
Long-Term Debt
   Obligations   $900,000     $900,000        $0          $0           $0
                 --------   -----------   ---------   ---------   -----------
Total:           $900,000     $900,000        $0          $0           $0
                 ========   ===========   =========   =========   ===========
</TABLE>

RELATED PARTY TRANSACTIONS

     On December 16, 2005, we entered into a Plan and Agreement of
Reorganization with JIGJIG, LLC ("JIGJIG") and its interest holders pursuant to
which JIGJIG merged with and into BT Acquisitions, Inc., a wholly-owned
subsidiary of our company (the "JIG Transaction"). As a result of the JIG
Transaction, the interest holders of JIGJIG received 30,000,000 shares of our
common stock in exchange for their 100% interest in JIGJIG.


                                       13

<PAGE>

     At the time of the JIG Transaction, The Regency Group, the holder of all
1,000,000 of the issued and outstanding shares of our Series A Preferred Stock,
made an additional capital contribution to our company in the aggregate amount
of $475,000, which we used to extinguish our outstanding indebtedness as of
December 2005. Included in this indebtedness was approximately $285,000 in loans
from Jon Elliott, the former President, Chief Executive Officer and a director
of our company, which loans were settled through a payment to Mr. Elliott in the
amount of $100,000. We also re-purchased and retired to treasury 300,000 shares
of our common stock from Mr. Elliott for an aggregate purchase price of $5,000.

     Dr. George Rozakis, the President, Chief Executive Officer and a director
of our company, maintains offices for his private medical practice located at
25730 Lorain Road, North Olmsted, Ohio. Since December 2005, our company has
been paying certain administrative expenses in the aggregate amount of
approximately $170,000 associated with these offices.

     Wesley Whiting and Redgie Green, each a former director of our company,
received 5,000 shares of our common stock as compensation for services rendered
during the 2006 fiscal year.

NEW ACCOUNTING PRONOUNCEMENTS

     In December 2004, the FASB issued SFAS No. 123R (revised 2004) "Share-Based
Payment" which amends FASB Statement No. 123 and is effective for public
companies for interim or annual periods beginning June 15, 2005. The new
statement requires entities to expense employee stock options and other
share-based payments. The new standard may be adopted in one of three ways - the
modified prospective transition method, a variation of the modified transition
method or the modified retrospective transition method. We intend to evaluate
how we will adopt the standard and evaluate the effect that the adoption of SFAS
123R will have on our financial position and results of operations.

     In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
amendment of ARB No. 43, Chapter 4." The statement amends the guidance in ARB
No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs and wasted material
(spoilage). Paragraph 5 of ARB No. 43, Chapter 4 previously stated that "under
some circumstances, items such as idle facility expense, excessive spoilage,
double freight and rehandling costs may be so abnormal as to require treatment
as current period charges". SFAS No. 151 requires that those items be recognized
as current-period charges regardless of whether they meet the criterion of "so
abnormal". In addition, this statement requires that allocation of fixed
production overhead to the costs of conversion be based on the prospectively and
are effective for inventory costs incurred during fiscal years beginning after
June 15, 2005, with earlier application permitted for inventory costs incurred
during fiscal years beginning after the date this Statement is issued. The
adoption of SFAS No. 151 does not have an impact on our financial position and
results of operations.

     In December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary
Assets, an amendment of APB Opinion No. 29. The guidance in APB opinion No. 29,
Accounting for Non-monetary Transactions, is based on the principle that
exchange of non-monetary assets should be measured on the fair value of the
assets exchanges. The guidance in that Opinion, however, included certain
exceptions to that principle. This Statement amends Opinion 29 to eliminate the
exception for non-monetary exchanges of similar productive assets that do not
have commercial substance. A non-monetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. SFAS No. 153 is effective for non-monetary exchanges
occurring in fiscal periods beginning June 15, 2005. The adoption of SFAS No.
153 is not expected to have an impact on our financial position and results of
operations.

     In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47 provides guidance
relating to the identification of and financial reporting for legal obligations
to perform an asset retirement activity. The Interpretation requires recognition
of a liability for the fair value of a conditional asset retirement obligation
when incurred if the liability's fair value can be reasonably estimated. FIN 47
also defines when an entity would have sufficient


                                       14

<PAGE>

information to reasonably estimate the fair value of an asset retirement
obligation. The provision is effective no later than the end of fiscal years
ending after December 15, 2005. We intend to adopt FIN 47 beginning the first
quarter of fiscal year 2007 and do not believe the adoption will have a material
impact on our consolidated financial position or results of operations or cash
flows.

     In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinions
No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154
provides guidance on the accounting for and reporting of accounting changes and
error corrections. It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS 154 is effective
for accounting changes and a correction of errors made in fiscal years beginning
after December 15, 2005 and is required to be adopted by us in the first quarter
of 2006. We are currently evaluating the effect that the adoption of SFAS 154
will have on our results of operations and financial condition, but do not
expect it to have a material impact.

     In June 2005, the Emerging Issues Task Force, or EITF, reached a consensus
on Issue 05-6, Determining the Amortization Period for Leasehold Improvements,
which requires that leasehold improvements acquired in a business combination
purchased subsequent to the inception of a lease be amortized over the lesser of
the useful life of the assets or a term that includes renewals that are
reasonably assured at the date of the business combination or purchase. EITF
05-6 is effective for periods beginning after July 1, 2005. We do not expect the
provisions of this consensus to have a material impact on our financial
position, results of operations or cash flows.

     In February 2006, the amendment to FASB Statement No 133, Accounting for
Derivative Instruments and Hedging Activities, and No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities
was issued as SFAS 155, Accounting for Certain Hybrid Financial Instruments.

     This Statement (i) permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation, (ii) clarifies which interest-only strips and
principal-only strips are not subject to the requirements of Statement 133,
(iii) establishes a requirement to evaluate interest in securitized financial
assets to identify interests that are freestanding derivatives or that are
hybrid financial instruments that contain an embedded derivative requiring
bifurcation, (iv) clarifies that concentrations of credit risk in the form of
subordination are not embedded derivatives and (v) amends Statement 140 to
eliminate the prohibition on a qualifying special-purpose entity from holding a
derivative financial instrument that pertains to a beneficial interest other
than another derivative financial instrument. This Statement is effective for
all financial instruments acquired or issued after the beginning of our first
fiscal year that begins after September 15, 2006.

     The fair value election provided for in paragraph 4(c) of this Statement
may also be applied upon adoption of this Statement for hybrid financial
instruments that had been bifurcated under paragraph 12 of Statement 133 prior
to the adoption of this Statement. Earlier adoption is permitted as of the
beginning of our fiscal year, provided we have not yet issued financial
statements, including financial statements for any interim period, for that
fiscal year. Provisions of this Statement may be applied to instruments that we
hold at the date of adoption on an instrument-by-instrument basis. We are
currently reviewing the effects of adoption of this Statement, but it is not
expected to have a material impact on our financial statements.

     In March 2006, the amendment to FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities,
with respect to the accounting for separately recognized servicing assets and
servicing liabilities was issued as SFAS 156, Accounting for Servicing of
Financial Assets.

     This Statement requires an entity to recognize a servicing asset or
servicing liability each time it undertakes an obligation to service a financial
asset by entering into a servicing contract in certain situations, requires all
separately recognized servicing assets and servicing liabilities to be initially


                                       15

<PAGE>

measured at fair value, if practicable and permits an entity to choose either
the amortization method or the fair value measurement method for each class of
separately recognized servicing assets and servicing liabilities. At its initial
adoption, this Statement permits a one-time reclassification of
available-for-sale securities to trading securities by entities with recognized
servicing rights, without calling into question the treatment of other
available-for-sale securities under Statement 115, provided that the
available-for-sale securities are identified in some manner as offsetting the
entity's exposure to changes in fair value of servicing assets or servicing
liabilities that a servicer elects to subsequently measure at fair value. This
Statement also requires separate presentation of servicing assets and servicing
liabilities subsequently measured at fair value in the statement of financial
position and additional disclosures for all separately recognized servicing
assets and servicing liabilities. Adoption of this Statement is required as of
the beginning of the first fiscal year that begins after September 15, 2006. The
adoption of this statement is not expected to have a material impact on our
financial statements.


                                       16

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

     (a)  As of the end of the period covered by this report, we carried out an
          evaluation, under the supervision and with the participation of our
          management, including our Chief Executive Officer and Chief Financial
          Officer, of the effectiveness of the design and operation of the
          disclosure controls and procedures pursuant to Rule 13a-15 under the
          Securities Exchange Act of 1934, as amended (the "Exchange Act").
          Based upon the evaluation, our Chief Executive Officer and Chief
          Financial Officer concluded that, as of the end of the period, the
          disclosure controls and procedures were effective in timely alerting
          him to material information relating to our company required to be
          included in the reports that are filed and submitted pursuant to the
          Exchange Act.

     (b)  During the period covered by this report, there were no changes in our
          internal controls over financial reporting that have materially
          affected, or are reasonably likely to materially affect, the internal
          controls over financial reporting.


                                       17

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS.

     The exhibits required by this item are listed on the Exhibit Index attached
hereto.


                                       18

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized, in New York, New York,
on December 15, 2006.

                                        IMPLANTABLE VISION, INC.


                                        By: /s/ Dr. George Rozakis
                                            ------------------------------------
                                            George Rozakis
                                            President and Chief Executive
                                            Officer
                                            (Principal Executive Officer)

     Pursuant to the requirements of 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 stated:

<TABLE>
<CAPTION>
        SIGNATURE                         TITLE                       DATE
        ---------                         -----                       ----
<S>                         <C>                                <C>


/s/ Dr. George Rozakis      Chief Executive Officer,           December 15, 2006
-------------------------   President and Director
Dr. George Rozakis          (Principal Executive Officer)


/s/ William Rozakis         Chief Financial Officer            December 15, 2006
-------------------------   (Principal Accounting
William Rozakis             Officer and Principal Financial
                            Officer)


/s/ Igor Valyunin           Director                           December 15, 2006
-------------------------
Igor Valyunin


/s/ Jerry Kaeni             Director                           December 15, 2006
-------------------------
Jerry Kaeni
</TABLE>


                                       19

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                               DESCRIPTION
-----------                               -----------
<S>           <C>
   31.1       Certification of our Chief Executive Officer, Dr. George Rozakis,
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   31.2       Certification of our Chief Financial Officer, William Rozakis,
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   32.1       Certification of our Chief Executive Officer, Dr. George Rozakis,
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   32.2       Certification of our Chief Financial Officer, William Rozakis,
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>


                                       20