<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 January 31, 2007

[ ]  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 Identification No.)
 incorporation or organization)
</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 March 1, 2007, 646-415-8494 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>                                                            <C>
PART I.      Financial Information

Item 1.      Financial Statements:
             Balance Sheets - January 31, 2007 and July 31, 2006 ........     3

             Statements of Operations - Three and six months ended
                January 31, 2007 and January 31, 2006, and September 1,
                2005 (Inception) to January 31, 2007 ....................     4

             Statement of Shareholders Equity for the period ended
                January 31, 2007 ........................................     5

             Statement of Cash Flows - Six months ended January 31, 2007
                and January 31, 2006, and September 1, 2005 (Inception)
                to January 31, 2007 .....................................     6

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

Item 2.      Management's Discussion and Analysis or Plan of Operation ..    11

Item 3.      Controls and Procedures ....................................    19

PART II.     Other Information:

Item 2.      Unregistered Sales of Equity Securities and Use of
                Proceeds ................................................    20

Item 4.      Submission of Matters to a Vote of Security Holders ........    20

Item 5.      Other Matters ..............................................    20

Item 6.      Exhibits ...................................................    21

Signatures ..............................................................    22
</TABLE>


                                        2

<PAGE>

ITEM 1. FINANCIAL STATEMENTS

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


<TABLE>
<CAPTION>
                                                                        Unaudited      Audited
                                                                       January 31,     July 31,
                                                                           2007          2006
                                                                       -----------   -----------
<S>                                                                    <C>           <C>
ASSETS;
Current Assets:
   Cash                                                                $       397   $    92,859
   Employee Advance                                                         11,667            --
                                                                       -----------   -----------
      Total Current Assets                                                  12,064        92,859
                                                                       -----------   -----------
Fixed Assets:
   Property & Equipment                                                     99,114        45,114
   Less Accumulated Depreciation                                           (14,424)       (4,512)
                                                                       -----------   -----------
      Total Fixed Assets                                                    84,690        40,602
                                                                       -----------   -----------
Other Assets:
   CIBA Patent                                                           1,000,000     1,000,000
                                                                       -----------   -----------
      Total Other Assets                                                 1,000,000     1,000,000
                                                                       -----------   -----------
TOTAL ASSETS                                                           $ 1,096,754   $ 1,133,461
                                                                       ===========   ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts Payable                                                    $   540,115   $   110,289
   Accrued Interest Payable                                                 22,500            --
   Notes Payable - Related Parties                                          16,285
   Note Payable                                                            900,000       200,000
                                                                       -----------   -----------
      TOTAL CURRENT LIABILTIES                                           1,478,900       310,289
                                                                       -----------   -----------
Stockholders Equity:
   Preferred Stock, $.001 par value, 100,000,000 shares authorized           1,000         1,000
      Series A Convertible preferred stock 1,000,000 shares
      issued and outstanding January 31, 2007 and July 31, 2006
   Common stock, $.001 par value, 150,000,000 shares authorized             31,850        31,850
      31,849,171 shares of stock issued and outstanding January 2007
      and July 2006
   Stocks to be issued                                                       2,311         2,311
   Stock Options                                                           327,500            --
   Subscriptions Receivable                                             (2,750,000)   (2,750,000)
   Additional Paid-In Capital                                            4,472,644     4,472,644
   Accumulated deficit                                                  (2,467,451)     (934,633)
                                                                       -----------   -----------
      TOTAL STOCKHOLDERS' EQUITY                                          (382,146)      823,172
                                                                       -----------   -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                               $ 1,096,754   $ 1,133,461
                                                                       ===========   ===========
</TABLE>

                         See Accountants' Review Report


                                        3

<PAGE>

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


<TABLE>
<CAPTION>
                                         Three-Months Ended           Six-Months Ended
                                            January 31,                  January 31,         September 1, 2005
                                     -------------------------   -------------------------     (Inception) to
                                         2007          2006         2007          2006       January 31, 2007
                                     -----------   -----------   -----------   -----------   -----------------
<S>                                  <C>           <C>           <C>           <C>           <C>
REVENUE:
   Sales                             $        --   $        --   $        --   $        --      $        --
                                     -----------   -----------   -----------   -----------      -----------
TOTAL INCOME                                  --            --            --            --
                                     -----------   -----------   -----------   -----------
OPERATING EXPENSES:
   Research and Development              162,130        29,388       431,701        29,388          519,865
   Professional Fees                     131,645            --       220,204            --          220,204
   Administrative Expenses               517,589       120,957       858,622       128,540        1,705,205
                                     -----------   -----------   -----------   -----------      -----------
TOTAL EXPENSES                           811,364       150,345     1,510,527       157,928        2,445,274
                                     -----------   -----------   -----------   -----------      -----------
NET LOSS FROM OPERATIONS                (811,364)     (150,345)   (1,510,527)     (157,928)      (2,445,274)
                                     -----------   -----------   -----------   -----------      -----------
OTHER INCOME/EXPENSE
   Interest Expense                       22,500            --        22,500            --           22,500
   Interest Income                            --            --          (209)           --             (323)
                                     -----------   -----------   -----------   -----------      -----------
NET OTHER INCOME/EXPENSE                  22,500            --        22,291            --           22,177
                                     -----------   -----------   -----------   -----------      -----------
NET GAIN/LOSS                        $  (833,864)  $  (150,345)  $(1,532,818)  $  (157,928)     $(2,467,451)
                                     ===========   ===========   ===========   ===========      ===========
PER SHARE INFORMATION:
   Weighted average number
      of common shares outstanding    31,849,171    31,849,171    31,849,171    31,849,171
                                     -----------   -----------   -----------   -----------
Net Loss per common share            $    (0.025)  $    (0.005)  $    (0.047)  $    (0.005)
                                     ===========   ===========   ===========   ===========
</TABLE>

                         See Accountant's Review Report


                                        4

<PAGE>

                            IMPLANTABLE VISION, INC.
                          (A Development Stage Company)
                   Statements of Shareholders Equity (Deficit)
                       For Period Ended January 31, 2007

<TABLE>
<CAPTION>

                                 PREFERRED STOCK                                   ISSUABLE
                                    SERIES A             COMMON STOCKS           COMMON STOCKS
                              --------------------   ---------------------   --------------------
                              # 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 Acquistion           --        --    30,000,000    30,000           --        --
Stock issued for cash                 --        --     1,476,971     1,477           --        --
Subscriptions 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
                               ---------    ------    ----------   -------    ---------    ------
Stock Options Issued                  --        --            --        --           --        --
Net Loss for Period                   --        --            --        --           --        --
                               ---------    ------    ----------   -------    ---------    ------
Balance - January 31, 2007     1,000,000    $1,000    31,849,171   $31,850    2,310,924    $2,311
                               =========    ======    ==========   =======    =========    ======

<CAPTION>
                                                                        Deficit
                                                                      Accumulated
                                                         Additional    During the       Total
                              Subscriptions     Stock      Paid-In    Development   Stockholders'
                                Receivable     Options     Capital       Stage         Equity
                              -------------   --------   ----------   -----------   -------------
<S>                           <C>             <C>        <C>          <C>           <C>
Balance - September 1, 2005    $        --    $     --   $       --   $        --    $        --
                               -----------    --------   ----------   -----------    -----------
Recapitalization                        --          --     (476,163)           --       (474,800)
Stock issued to Directors               --          --           --            --             10
Stock issued for Acquistion             --          --      445,000            --        475,000
Stock issued for cash                   --          --    1,756,118            --      1,757,595
Subscriptions 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
                               -----------    --------   ----------   -----------    -----------
Stock Options Issued                    --     327,500           --            --        327,500
Net Loss for Period                     --          --           --    (1,532,818)    (1,532,818)
                               -----------    --------   ----------   -----------    -----------
Balance - January 31, 2007     $(2,750,000)   $327,500   $4,472,644   $(2,467,451)   $  (382,146)
                               ===========    ========   ==========   ===========    ===========
</TABLE>

                         See Accountant's Review Report


                                        5
<PAGE>

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

                                 Indirect Method

<TABLE>
<CAPTION>
                                                            Six- Months Ended      September 1, 2005
                                                               January 31,           (Inception) to
                                                        ------------------------      January 31,
                                                            2007         2006             2007
                                                        -----------   ----------   -----------------
<S>                                                     <C>           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                                           $(1,532,818)  $ (157,928)     $(2,467,451)
   Issuance of stock for services                                --           --               10
   Issuance of stock options for compensation               327,500           --          327,500
   Depreication                                               9,912        4,512           14,424
   Adjustments to reconcile net loss to cash used
      by operating activities
   (Increase) in employee advances                          (11,667)          --          (11,667)
   Increase in accounts payable and accrued expenses        452,326       23,878          562,615
                                                        -----------   ----------      -----------
NET CASH USED BY OPERATING ACTIVITIES                      (754,747)    (129,538)      (1,574,569)
                                                        -----------   ----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of Property                                     (54,000)          --          (99,114)
   Payment for acquisition net of liabilities assumed            --     (474,800)        (474,800)
   Purchase of patents                                           --    1,000,000       (1,000,000)
                                                        -----------   ----------      -----------
NET CASH USED FOR INVESTING ACTIVITIES                      (54,000)     525,200       (1,573,914)
                                                        -----------   ----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from notes payable                              700,000           --          900,000
   Proceeds from notes paybale - related parties             16,285           --           16,285
   Proceeds from stock issuance                                  --    2,232,595        2,232,595
                                                        -----------   ----------      -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                   716,285    2,232,595        3,148,880
                                                        -----------   ----------      -----------
NET INCREASE IN CASH & CASH EQUIVALENTS                     (92,462)       1,628              397
BEGINNING CASH & CASH EQUIVALENTS                            92,859       92,859               --
                                                        -----------   ----------      -----------
ENDING CASH & CASH EQUIVALENTS                          $       397   $   94,487      $       397
                                                        ===========   ==========      ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for Interest                               $        --   $       --      $        --
                                                        ===========   ==========      ===========
   Cash paid for Income Taxes                           $        --   $       --      $        --
                                                        ===========   ==========      ===========
NON-CASH TRANSACTIONS
   Common stock issued for services                     $        --   $       10      $        10
                                                        ===========   ==========      ===========
</TABLE>

                         See Accountants' Review Report


                                       6
<PAGE>

                            IMPLANTABLE VISION, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                January 31, 2007
                                   (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 the intellectual property rights
associated with the Company's 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 assets and liabilities, and
disclosure of contingent assets and liabilities at the date of the financial
statements


                                        7

<PAGE>

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.

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 - Capital Stock Transactions:

     The authorized capital stock of the Company consists of 150,000,000 shares
of common stock, par value $0.001 per share, and 100,000,000 shares of preferred
stock, par value $0.001 per share. In September 2005, the Company authorized a 1
for 10 reverse split of all common stock. All shares and per share amounts in
the accompanying financial statements of the Company and the notes thereto have
been retroactively adjusted to give effect to the reverse stock split. The
Company has issued no additional shares of common stock during the three-month
period ended January 31, 2007.

Note 3 - 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 January 31, 2007 and the results of operations and
cash flows for the six months ended January 31, 2007. 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 4 - 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 $823,864 for the three months ended January
31, 2007. 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 or locate a merger candidate
and 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 5 - 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 January 31, 2007, the
aggregate principal 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 6 - Notes Payable - Related Parties:

     During the period covered by this report, parties related to the Company
invested money in the Company to help pay the Company's operating expenses. As
of January 31, 2007, the aggregate amount payable to related parties from these
investments is as follows:

<TABLE>
<S>                       <C>
Kavoria, LLC              $14,541
George Rozakis            $ 1,744
                          -------
   Total Notes Payable:   $16,285
                          =======
</TABLE>

Note 7 - Subsequent Events:

     On February 1, 2007, the Company issued a promissory note to an accredited
investor affiliated with The Regency Group LLC, the holder of all of the issued
and outstanding shares of the Company's Series A Preferred Stock, in the
aggregate principal amount of $100,000. The proceeds of the loan evidenced by
the note was used for working capital purposes, and the note bears interest at
the rate of 12% per annum.

     On March 14, 2007, the Company entered into a settlement agreement with the
investor to whom the notes payable described in Note 5 above were issued,
pursuant to which the Company cancelled the


                                        9

<PAGE>
notes and converted the outstanding principal and interest due on the notes, in
the aggregate amount of $922,500, into 775,910 shares of common stock. The
Company also cancelled the investor's pending subscriptions to purchase up to
1,260,504 shares of common stock for an aggregate purchase price of $1,500,000
(which subscriptions were contingent on the Company's common stock being listed
on the American Stock Exchange) and agreed to issue to the investor 504,202
shares of common stock in consideration for the payment of $600,000 to the
Company by the investor.


                                       10
<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 2011. No revenues have been generated from operations
through the second 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
"Reverse Merger"). 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
JIGJIG in September 2005 to hold the intellectual property for our TP.2 lens. As
a result of the Reverse Merger, we issued 30,000,000 shares of our common stock
to the interest holders of JIGJIG in exchange for their 100% interest in JIGJIG.

STRATEGY.

     Our strategy is to position our company to rapidly develop and
commercialize worldwide a competitive portfolio of ophthalmic lens products
worldwide. During the second quarter of fiscal 2007, we continued to focus on
raising capital in an amount sufficient to enable us to carry out our business
plan, design and test of our TP.2 platform, and establish 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 myopic TP.2 lens in the
second quarter of calendar year 2007 and commencing our FDA studies in China
soon thereafter. We anticipate receiving a


                                       11

<PAGE>

CE Mark and subsequently commercializing our myopic TP.2 lens by the first
quarter of calendar year 2008. We expect our hyperopic TP.2 clinical trials and
commercialization to lag those for our myopic TP.2 by two quarters. We
anticipate introducing an FDA-approved product into the market by 2011.

ESTABLISHMENT OF OUR DEVELOPMENT, MANUFACTURING AND CLINICAL INFRASTRUCTURE.

     Our strategy is to establish the development, manufacturing and clinical
infrastructure required to bring our 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 set up additional
investigative sites for other clinical trial locations in preparation for our CE
Mark Studies. 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 calendar year 2007, we plan to establish our regulatory, marketing
and sales infrastructure for our products to achieve regulatory approvals and
subsequent commercialization in select markets 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 second quarter of fiscal 2007, we expended resources on the
development and clinical testing of our myopic and hyperopic TP.2 lens products,
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 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 we will
begin to produce positive revenues, if at all.


                                       12

<PAGE>

     During the second quarter of the 2007 fiscal year, approximately all of our
$162,130 of research and development expenses, including salaries paid to
research and development personnel, were attributable to the development of our
TP.2 lens and the related platform technology.

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JANUARY 31, 2007 COMPARED TO THREE AND SIX MONTHS
ENDED JANUARY 31, 2006

     Our net loss for the quarter ended January 31, 2007 was $823,864 versus
$150,345 in the corresponding quarter of the prior fiscal year. The increase in
net loss is primarily because we received initial funds from our private
placement on December 16, 2005 and were not managing the business day-to-day
until funds were received. In addition, the increase in net loss was compounded
by our issuance of options to purchase up to 250,000 shares of our common stock
with an exercise price of $1.19 per share during the second quarter of the 2007
fiscal year. This resulted in a $327,500 stock-based compensation expense on
January 1, 2007.

     Research and development expenses increased to $162,130 in the quarter
ending January 31, 2007 compared to 29,388 in the corresponding quarter of the
prior fiscal year. This increase is due to our initiation of clinical trials
relating to our TP.2 platform and compensation related to research and
development personnel.

     There is a substantial increase in net loss and research and development
expenses between the six-months ending January 31, 2007 versus the corresponding
period of the prior year. This increase is primarily due to the minimal
expenditures recorded during the first quarter of fiscal 2006, when we were
operating as JIGJIG, LLC, before the Reverse Merger. The minimal expenditures
recorded during the first quarter of fiscal 2006 resulted in similar financials
between the three and six month periods ending January 31, 2006. The substantial
increase in expenses in fiscal 2007 is due to our activities relating to
managing the day-to-day operations and the development of its TP.2 platform, as
noted above.

DEVELOPMENTS

SUCCESSFUL IMPLANTATION OF 21 MYOPIC TP.2 LENSES

     Upon receiving exportation approval from the FDA, we have has now
supervised the implantation of our myopic TP.2 lens in twenty-one eyes (cases)
in the Dominican Republic. The results were consistent with our expectations,
and we believe that we are close to finalizing our myopic TP.2 design and plan
to initiate our CE Mark studies in the second quarter of the 2007 calendar year.

SUCCESSFUL IMPLANTATION OF FIRST HYPEROPIC TP.2 LENS

     We successfully implanted our first hyperopic lens TP.2 lens in a patient
in the Dominican Republic during the second quarter of the 2007 fiscal year. The
results were consistent with our expectations and were similar to the results
achieved in the clinical trials of our myopic TP.2 lens. This success has
prompted us to expedite the clinical trial process for our hyperopic platform
and also begin development of additional products with similar features to the
hyperopic version of our TP.2 platform.

RETAINER OF KEY CONSULTANT

     On March 9, 2007, we entered into a Consulting Agreement with D. Verne
Sharma. Pursuant to the Consulting Agreement, Mr. Sharma agreed to provide
consulting services to us in all areas of our business for a period of three
years commencing on January 1, 2007. We agreed to pay Mr. Sharma $10,000 per
month during the term of the Consulting Agreement, and we also granted to him
options to purchase up to 850,000 shares of our common stock at an exercise
price of $1.19 per share. Options to purchase up to 250,000 shares of our common
stock vested upon the execution of the Consulting


                                       13

<PAGE>

Agreement, and the remaining options shall vest in equal quarterly installments
commencing on April 1, 2007. The term of the Consulting Agreement shall
automatically renew for additional one-year terms unless both parties agree with
written notice that the Consulting Agreement will not continue, which notice
must be received at least sixty (60) days prior to the expiration of the
then-current term.

WITHDRAWAL OF REGISTRATION STATEMENT

     On March 20, 2007, we filed with the Securities and Exchange Commission a
request to withdraw our Registration Statement on Form SB-2 (Registration No.
333-135451), together with all exhibits thereto, that we originally filed with
the SEC on June 29, 2006. We requested the withdrawal of this registration
statement due to the fact that disclosures and financial statements contained
therein are no longer current. The registration statement had not been declared
effective by the SEC, and no offers or sales of the securities that were being
registered under the registration statement had been made pursuant thereto.

FINANCIAL CONDITION, LIQUIDITY AND RESOURCES

     To date, we have financed our development stage activities primarily
through private placements of equity and debt securities.

     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.
Pursuant to the settlement agreement dated March 14, 2007 described immediately
below, Pending Subscriptions for $1,500,000 (1,260,504 shares) have been
cancelled as of that date.

     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 "Notes"). 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. On March 14, 2007, we entered
into a settlement agreement with this investor, pursuant to which we converted
the outstanding principal and interest due on the Notes into 775,910 shares of
common stock and cancelled the Notes. We also agreed in the settlement agreement
to cancel the investor's Pending Subscriptions to purchase up to 1,260,504
shares of our common stock for an aggregate purchase price of $1,500,000 and to
issue to the investor 504,202 shares of our common stock in consideration for
the payment of $600,000 to us by the investor. As of March 16, 2007, the
investor had paid us $200,000.

     On February 1, 2007, we issued a promissory note to an accredited investor
affiliated with The Regency Group LLC, the holder of all of the issued and
outstanding shares of our Series A Preferred Stock, in the aggregate principal
amount of $100,000. The proceeds of the loan evidenced by the note was used for
working capital purposes, and the note bears interest at the rate of 12% per
annum. The note became due on March 10, 2007. We have not made any payments on
the principal or interest due on this note.

     On March 20, 2007, we amended the provisions of our Series A Preferred
Stock so that each share of Series A Preferred Stock is now convertible into ten
shares of our common stock, rather than into units consisting of ten shares of
our common stock, warrants exercisable into two-and-one-half shares of our
common stock at an exercise price of $2.00 per share of common stock, and
warrants exercisable into two-and-one-half shares of our common stock at an
exercise price of $5.00 per share of common stock. This action effectively
reduced our total capitalization by 5,000,000 shares. We also amended the
provisions of our Series A Preferred Stock to delete the requirement that we
register all of the shares of


                                       14

<PAGE>

common stock issuable upon conversion of our Series A Preferred Stock by June
30, 2006, and entered into a separate registration rights agreement with the
holder of our Series A Preferred Stock whereby we granted to such holder demand
registration rights beginning after December 31, 2007 and piggy-back
registration rights beginning immediately with respect to such shares. The terms
of our Series A Preferred Stock provide that no single holder of our Series A
Preferred Stock may exercise such holder's conversion privilege to the extent
that immediately following the conversion, such holder would be the beneficial
owner of more than 4.999% of our outstanding common stock.

     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 two quarters 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 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.


                                       15

<PAGE>

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 "Reverse Merger"). As a result of the Reverse
Merger, the interest holders of JIGJIG received 30,000,000 shares of our common
stock in exchange for their 100% interest in JIGJIG.

     At the time of the Reverse Merger, 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 $180,000 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.

     On February 1, 2007, we issued a promissory note to an accredited investor
affiliated with The Regency Group LLC, the holder of all of the issued and
outstanding shares of our Series A Preferred Stock, in the aggregate principal
amount of $100,000. The proceeds of the loan evidenced by the note was used for
working capital purposes, and the note bears interest at the rate of 12% per
annum. The note became due on March 10, 2007. We have not made any payments on
the principal or interest due on this note.

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


                                       16

<PAGE>

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 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 do not expect that the adoption of SFAS 154 will have a material
impact on our results of operations and financial condition.

     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


                                       17

<PAGE>

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 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.


                                       18

<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.


                                       19

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

     Pursuant to the Consulting Agreement that we entered into with D. Verne
Sharma on March 9, 2007, we granted to Mr. Sharma options to purchase up to
850,000 shares of our common stock at an exercise price of $1.19 per share.
Options to purchase up to 250,000 shares of our common stock vested upon the
execution of the Consulting Agreement, and the remaining options shall vest in
equal quarterly installments commencing on April 1, 2007. We issued the options
in reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act").

      On March 14, 2007, we agreed to issue 1,280,112 shares of our common stock
to an investor in our company in connection with the settlement agreement that
we entered into with the investor, as described in Item 5 below. The investor is
an "accredited investor" as such term is defined in Rule 501 of the Securities
Act, and the shares are being issued to him in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act.

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

     On March 16, 2007, the holders of our Series A Preferred Stock approved an
amendment to the designations of our Series A Preferred Stock whereby each
shares of our Series A Preferred Stock is now convertible into ten shares of our
common stock, rather than into units consisting of ten shares of our common
stock, warrants exercisable into two-and-one-half shares of our common stock at
an exercise price of $2.00 per share of common stock, and warrants exercisable
into two-and-one-half shares of our common stock at an exercise price of $5.00
per share of common stock. This action effectively reduced our total
capitalization by 5,000,000 shares. The amendment also deleted the requirement
that we register all of the shares of common stock issuable upon conversion of
our Series A Preferred Stock by June 30, 2006. Simultaneous with this amendment,
we entered into a separate registration rights agreement with the holder of our
Series A Preferred Stock pursuant to which we granted to such holder demand
registration rights beginning after December 31, 2007 and piggy-back
registration rights beginning immediately with respect to such shares.

ITEM 5. OTHER INFORMATION.

2007 EQUITY INCENTIVE PLAN

     On March 14, 2007, our Board of Directors approved the Implantable Vision,
Inc. 2007 Equity Incentive Plan (the "Plan") for the purpose of providing
incentives for officers, directors, consultants and key employees to promote the
success of our company, and to enhance our ability to attract and retain the
services of such persons. An aggregate of 3,000,000 shares of our common stock
are reserved for issuance under the Plan, of which options to acquire 850,000
shares of our common stock have been or are committed to be granted as of the
date hereof to D. Verne Sharma at an exercise price of $1.19 per share. Options
granted under the Plan may be either: (i) options intended to qualify as
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986; or (ii) non-qualified stock options. The Plan also permits the grant of
stock appreciation rights in connection with the grant of stock options, and the
grant of restricted stock awards. Stock options and stock awards may be granted
under the Plan to all of the eligible officers, directors, consultants and
employees of our company. The Board of Directors administers the Plan and has
the authority to determine exercise prices applicable to the options, the
eligible officers, directors, consultants or employees to whom options may be
granted, the number of shares of common stock subject to each option and the
extent to which options may be exercisable. The Board of Directors also has the
authority to determine the recipients and the terms of grants of stock
appreciation rights and restricted stock awards under the Plan. In addition, the
Board of Directors has the power to interpret the Plan and any agreement or
instrument entered into under the Plan, to establish, amend or waive rules and
regulations for


                                       20

<PAGE>

the Plan administration, and to amend the terms and conditions of any
outstanding stock incentives as allowed under the Plan. The Board of Directors
may delegate administrative responsibility for the Plan to a Committee appointed
by the Board of Directors consisting of not less than one director. No option is
transferable by the optionee other than by will or the laws of descent and
distribution and each option is exercisable, during the lifetime of the
optionee, only by such optionee.

     Any incentive stock option that is granted under the Plan may not be
granted at a price less than the fair market value of our common stock on the
date of grant (or less than 110% of the fair market value in the case of holders
of 10% or more of the total combined voting power through all classes of our
capital stock or the capital stock of a subsidiary or parent corporation).
Non-qualified stock options may be granted at the exercise price established by
the Board of Directors, which may be less than the fair market value of our
Common Stock on the date of grant.

     Each incentive stock option and the majority of nonqualified stock options
(certain nonqualified stock options granted to consultants are exercisable for a
period not to exceed five years from the date of grant) under the Plan is
exercisable for a period not to exceed ten years from the date of grant (or five
years in the case of a holder of more than 10% of the total combined power of
all classes of our capital stock or the capital stock of a subsidiary or parent
corporation) and will lapse upon expiration of such period, or earlier upon
termination of the recipient's employment with our Company, or as determined by
the Board of Directors.

SETTLEMENT AGREEMENT

     On March 14, 2007, we entered into a settlement agreement with an investor
to whom we had previously issued notes in the aggregate principal amount of
$900,000, pursuant to which we converted the outstanding principal and interest
due on the notes into 775,910 shares of our common stock and cancelled the
notes. We also agreed in the settlement agreement to cancel the investor's
Pending Subscriptions to purchase up to 1,260,504 shares of our common stock for
an aggregate purchase price of $1,500,000 and issue to the investor 504,202
shares of our common stock in consideration for the payment of $600,000 to us by
the investor. As of March 16, 2007, the investor has paid us $200,000.

ITEM 6. EXHIBITS.

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


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<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 March 16, 2007.

                                        IMPLANTABLE VISION, INC.


                                        By: /s/ Dr. George Rozakis
                                            ------------------------------------
                                        Name: Dr. George Rozakis
                                        Title: Chief 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, President and Director   March 12, 2007
-------------------------------------   (Principal Executive Officer)
Dr. George Rozakis


/s/ William Rozakis                     Chief Financial Officer (Principal Accounting     March 16, 2007
-------------------------------------   Officer and Principal Financial Officer)
William Rozakis


/s/ Igor Valyunin                       Director                                          March 16, 2007
-------------------------------------
Igor Valyunin


/s/ Jerry Kaeni                         Director                                          March 15, 2007
-------------------------------------
Jerry Kaeni
</TABLE>


                                       22

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                               DESCRIPTION
-----------                               -----------
<S>           <C>
    3.1       Amendment No. 1 to the Amended and Restated Articles of
              Incorporation.

    10.1      Registration Rights Agreement dated as of March 16, 2007 by and
              between our Company and The Regency Group.

    10.2      2007 Implantable Vision, Inc. Equity Incentive Plan.

    10.3      Settlement Agreement between Implantable Vision, Inc. and Larry
              Cahill.

    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>


                                       23