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



                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 7, 2002

                                EYECITY.COM, INC.
 -------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)

                                    Delaware
 -------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

                                     0-27561

 -------------------------------------------------------------------------------
                            (Commission File Number)


                                   11-3327465

 -------------------------------------------------------------------------------
                        (IRS Employer Identification No.)


                               199 Lafayette Drive
                             Syosset, New York 11791

 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (516) 496-6070



<PAGE>


Item 2. Acquisition or Disposition of Assets.

         See Item 5 below.


Item 5.   Other Events


         On February 7, 2002, we closed an agreement, dated as of January 1,
2002, with Vista Acquisition LLC, Ocular Insight Corp., Paxton Ventures Corp.
and Mark H. Levin, our Chief Executive Officer. Pursuant to the agreement, we
acquired a majority of the common stock and all of the Series A Convertible
Preferred Stock of Instant Vision, Inc. in return for the issuance of an
aggregate of 453,761 shares our Common Stock and all of our Series A Convertible
Preferred Stock. Instant Vision is an eyewear retailer that operates eight
locations in Phoenix, Arizona.

         The following table sets forth the number of Instant Vision shares
acquired by us and the number of our shares issued to the purchasers:
<TABLE>
<CAPTION>

                      No. of Instant Vision   No. of Instant Vision No. of  EyeCity   No. of  EyeCity
Name of Seller          Common Shares         Preferred Shares      Common Shares     Preferred  Shares
--------------          -------------         ----------------      -------------     ------------------
<S>                        <C>                     <C>               <C>                    <C>
Vista Acquisition LLC      9,975,680              -0-                9,975,680             -0-
Mark H. Levin                    -0-            45,375                -0-                90,744
Ocular Insight Corp.             -0-            204,193               -0-               408,386
Paxton Ventures Corp.            -0-            204,193               -0-               408,386
</TABLE>

         There are 19,149,058 shares of Instant Vision common stock currently
outstanding. Each share of Instant Vision preferred stock is convertible into
88.152 shares of Instant Vision common stock, has a liquidation preference of
$8.8152135 and carries the number of votes that equal the number of shares of
common stock into which it is convertible. Each share of our preferred stock is
convertible into 400 shares of our Common Stock, has a liquidation preference of
$4.4076067 and carries the number of votes that equal the number of shares of
our Common Stock into which it is convertible.

         As of January 1, 2002,  Neil  Glachman,  the  principal of Ocular,  and
Lorenzo A. DeLuca,  the trustee of the trust that owns Paxton,  joined our board
of  directors.  Mr.  DeLuca  became the  Chairman of the Board and Mr.  Glachman
became our Chief  Operating  Officer.  Mr. Levin remains as our Chief  Executive
Officer. Messers DeLuca and Glachman are the managing members of Vista.

         Item 7.  Financial Statements and Exhibits.

(a)      Financial  Statements of businesses  acquired.  The requisite financial
         statements  will be filed by  amendment  not later  than 75 days  after
         February 7, 2002, the date of the event.

(b)      Pro Forma  Financial  Information.  The requisite  pro forma  financial
         information  will be filed by  amendment  not later  than 75 days after
         February 7, 2002, the date of the event.

                                       2
<PAGE>

(c)      Exhibits.

         (a)      Certificate of Designations of Rights, Preferences, Privileges
                  and  Restrictions  of Series A Convertible  Preferred Stock of
                  Eyecity.Com, Inc.

         (b)      Certificate of Designations of Rights, Preferences, Privileges
                  and  Restrictions  of Series A Convertible  Preferred Stock of
                  Instant Vision, Inc.

10.      Stock  Purchase  Agreement  dated as of January 1,  2002,  among  Vista
         Acquisition LLC, Ocular Insight Corp.,  Paxton Ventures Corp.,  Mark H.
         Levin and Eyecity.Com, Inc.


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                     EYECITY.COM, INC.
                                                     (Registrant)


Date: February 22, 2002                              /s/ Mark H. Levin
                                                     --------------------
                                                     Mark H. Levin,
                                                     Chief Executive Officer


                                       3
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 7, 2002

                                EYECITY.COM, INC.
 -------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)

                                    Delaware
 -------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

                                     0-27561

 -------------------------------------------------------------------------------
                            (Commission File Number)

                                   11-3327465

 -------------------------------------------------------------------------------
                        (IRS Employer Identification No.)

                               199 Lafayette Drive
                             Syosset, New York 11791

 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (516) 496-6070
Item 2. Acquisition or Disposition of Assets.

         See Item 5 below.

Item 5.   Other Events

         On February 7, 2002, we closed an agreement, dated as of January 1,
2002, with Vista Acquisition LLC, Ocular Insight Corp., Paxton Ventures Corp.
and Mark H. Levin, our Chief Executive Officer. Pursuant to the agreement, we
acquired a majority of the common stock and all of the Series A Convertible
Preferred Stock of Instant Vision, Inc. in return for the issuance of an
aggregate of 453,761 shares our Common Stock and all of our Series A Convertible
Preferred Stock. Instant Vision is an eyewear retailer that operates eight
locations in Phoenix, Arizona.

         The following table sets forth the number of Instant Vision shares
acquired by us and the number of our shares issued to the purchasers:
No. of Instant Vision   No. of Instant Vision No. of  EyeCity   No. of  EyeCity
Name of Seller          Common Shares         Preferred Shares      Common Shares     Preferred  Shares
--------------          -------------         ----------------      -------------     ------------------
Vista Acquisition LLC      9,975,680              -0-                9,975,680             -0-
Mark H. Levin                    -0-            45,375                -0-                90,744
Ocular Insight Corp.             -0-            204,193               -0-               408,386
Paxton Ventures Corp.            -0-            204,193               -0-               408,386
There are 19,149,058 shares of Instant Vision common stock currently
outstanding. Each share of Instant Vision preferred stock is convertible into
88.152 shares of Instant Vision common stock, has a liquidation preference of
$8.8152135 and carries the number of votes that equal the number of shares of
common stock into which it is convertible. Each share of our preferred stock is
convertible into 400 shares of our Common Stock, has a liquidation preference of
$4.4076067 and carries the number of votes that equal the number of shares of
our Common Stock into which it is convertible.

         As of January 1, 2002,  Neil  Glachman,  the  principal of Ocular,  and
Lorenzo A. DeLuca,  the trustee of the trust that owns Paxton,  joined our board
of  directors.  Mr.  DeLuca  became the  Chairman of the Board and Mr.  Glachman
became our Chief  Operating  Officer.  Mr. Levin remains as our Chief  Executive
Officer. Messers DeLuca and Glachman are the managing members of Vista.

         Item 7.  Financial Statements and Exhibits.

(a)      Financial  Statements of businesses  acquired.  The requisite financial
         statements  will be filed by  amendment  not later  than 75 days  after
         February 7, 2002, the date of the event.

(b)      Pro Forma  Financial  Information.  The requisite  pro forma  financial
         information  will be filed by  amendment  not later  than 75 days after
         February 7, 2002, the date of the event.

                                       2
(c)      Exhibits.

         (a)      Certificate of Designations of Rights, Preferences, Privileges
                  and  Restrictions  of Series A Convertible  Preferred Stock of
                  Eyecity.Com, Inc.

         (b)      Certificate of Designations of Rights, Preferences, Privileges
                  and  Restrictions  of Series A Convertible  Preferred Stock of
                  Instant Vision, Inc.

10.      Stock  Purchase  Agreement  dated as of January 1,  2002,  among  Vista
         Acquisition LLC, Ocular Insight Corp.,  Paxton Ventures Corp.,  Mark H.
         Levin and Eyecity.Com, Inc.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     EYECITY.COM, INC.
                                                     (Registrant)

Date: February 22, 2002                              /s/ Mark H. Levin
                                                     --------------------
                                                     Mark H. Levin,
                                                     Chief Executive Officer

                                       3