Table of Contents

U.S.
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
DC 20549

FORM
10-QSB

(Mark  One)

/X/
     Quarterly
report under Section 13 or 15(d) of the Securities Exchange Act of 1934
     For the quarterly
period ended June 30, 2004




/_/
     Transition
report under Section 13 or 15(d) of the Exchange Act
     For the transition period from
______ to ____________


Commission file
number 0-27889

EYE CARE
INTERNATIONAL, INC.

Delaware
     
     59-3206480(State or Other Jurisdiction of
     
     (IRS EmployerIncorporation or Organization)
     
     Identification No.)1511 North Westshore Boulevard, Suite 925Tampa, Florida
     33607(Address of principal executive offices)
     
     (Zip Code)




(813)
289-5552(Issuer's Telephone Number Including Area Code)

Check
whether the issuer: (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 such reports, and (2) registrant was
required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days.

As of
August 31, 2004, the issuer had outstanding
25,801,452 shares of common stock, $.001 par value.



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EYE
CARE INTERNATIONAL, INC.

FORM
10-QSB

INDEX

PART 1
FINANCIAL INFORMATION

ITEM 1
      FINANCIAL STATEMENTSBALANCE SHEETS - June 30, 2004 and December 31, 2003
      3STATEMENT OF OPERATIONS - For the Three and Six
      Months ended June 30, 2004 and 2003
      4STATEMENT OF CASH FLOWS - For the Six Months
      ended June 30, 2004 and 2003
      5NOTES TO FINANCIAL STATEMENTS
      6ITEM 2
      MANAGEMENT'S DISCUSSION AND ANALYSIS
      of Financial Condition and Results of Operations
      9PART II OTHER INFORMATIONITEM 6.
      (a) EXHIBITS FILED:
      (b) REPORTS ON FORM 8-KSIGNATURES










2

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PART
I  FINANCIAL INFORMATION

Item 1.

EYE
CARE INTERNATIONAL, INC.COMPARATIVE
BALANCE SHEETS

ASSETS

June 30
  2004
        
     Dec. 31
  2003UnauditedCurrent assetsCash
     
     
     $
     356,083
        
     $
     1,426Accounts receivable (net of allowance for doubtful accounts)
     
     
     
     86,900
        
     
     55,455Loan receivable
     
     
     
     270,000Prepaid expenses
     
     
     
     5,277
        
     
     10,557Total current assets
     
     
     
     718,260
        
     
     67,438Fixed assets (net of accumulated depreciation)
     
     
     
     10,897
        
     
     6,587Total assets
     
     
     $
     729,157
        
     $
     74,025LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesAccounts payable
     
     
     $
     737,912
        
     $
     767,199Loans and  notes payable
     
     
     
     1,256,950
        
     
     3,093,140Accrued expenses and payroll taxes
     
     
     
     174,656
        
     
     433,958Deferred compensation - related parties
     
     
     
     649,623
        
     
     487,809Deferred revenue
     
     
     
     21,177
        
     
     32,303Total current liabilities
     
     
     
     2,840,318
        
     
     4,814,409Long-term liabilitiesMandatory Convertible Debt
     
     
     
     366,333
        
     
     -0-Deferred revenue
     
     
     
     39,483
        
     
     37,917405,816
        
     
     37,917Total Liabilities
     
     
     $
     3,246,134
        
     $
     4,852,326Stockholders' DeficitPreferred Stock, $.001 par value, authorized 20,000,000 shares:Series A convertible preferred stock;  1,500 shares authorized; 155 and 380shares issued and outstanding: (aggregate liquidation value:$155,000and $380,000)
     
     
     
     
        
     
     Common stock A, $0.001 par value; authorized shares: 80,000,000;issued and outstanding: 19,418,552 and 3,062,722, at June 30,2004, and December 31, 2003, respectively
     
     
     
     19,419
        
     
     3,062Common stock B, $0.001 par value; authorized shares: 20,000,000;issued and outstanding:  4,462,880 and 255,540, at June 30,2004, and December 31, 2003, respectively
     
     
     
     4,463
        
     
     255Additional paid-in capital
     
     
     
     44,310,854
        
     
     9,166,373Stock subscriptions receivable
     
     
     
     (34,816)
        
     
     -0-Accumulated deficit
     
     
     
     (46,816,897)
        
     
     (13,947,991)Total stockholders' deficit
     
     
     
     (2,516,977)
        
     
     (4,778,301)Total liabilities and stockholders' deficit
     
     
     $
     729,157
        
     $
     74,025


3

See notes to
financial statements.

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PART
I  FINANCIAL INFORMATION

EYE
CARE INTERNATIONAL, INC.STATEMENTS
OF OPERATIONS
(Unaudited)

FOR THE THREE
     MONTHS ENDED
     FOR THE SIX
     MONTHS ENDEDJune 30
     2004
        
     June 30
     2003
        
     June 30
     2004
        
     June 30
     2003REVENUESMembership fees
     
     
     $
     42,577
        
     $
     47,615
        
     $
     79,823
        
     $
     98,576OPERATING EXPENSESSelling, general and administrative expenses
     
     
     
     659,599
        
     
     483,484
        
     
     1,346,019
        
     
     973,331Depreciation
     
     537
        
     
     1,916
        
     
     879
        
     
     4,231Total Operating Expenses
     
     
     
     660,136
        
     
     485,400
        
     
     1,346,898
        
     
     977,562Loss from operations
     (617,559)
        
     (437,785)
        
     (1,267,075)
        
     (878,986)OTHER INCOME (EXPENSE)Interest expense
     (30,289)
        
     (49,026)
        
     (64,023)
        
     (90,515)Financing costs
     
     
     
     (50,975)
        
     
     (193,050)
        
     
     (100,833)
        
     
     (215,450)Forgiveness of debt - Related Party
     -0-
        
     -0-
        
     -0-
        
     577,654Forgiveness of debt
     
     
     
     -0-
        
     
     -0-
        
     
     -0-
        
     
     112,000Consulting expense for business expansion ..
     (11,439,383)
        
     
        
     
     (31,436,974)
     
     -0-Product Endorsement Fee
     
     
     
     -0-
        
     
     377
        
     
     -0-
        
     
     253,973Total Other Income (Expense)
     
     (11,520,647)
        
     
     (241,699)
        
     
     (31,601,830)
        
     
     637,662Net Loss Before Income Taxes
     
     
     
     (12,138,206)
        
     
     (679,484)
        
     
     (32,868,905)
        
     
     (241,324)Income Taxes
     
     -0-
        
     
     -0-
        
     
     -0-
        
     
     -0-NET LOSS
     
     
     $
     (12,138,206)
        
     $
     (679,484)
        
     $
     (32,868,905)
        
     $
     (241,324)Preferred Stock Dividends
     -0-
        
     -0-
        
     -0-
        
     4,500Net Loss Available to Common Stockholders
     
     
     $
     (12,138,206)
        
     $
     (679,484)
        
     $
     (32,868,905)
        
     $
     (245,824)Basic loss per common share
     
     ( $0.63)
        
     
     ( $0.25)
        
     
     ( $2.04)
        
     
     ( $0.09)Weighted average number of shares outstanding
     
     
     
     19,390,500
        
     
     2,698,262
        
     
     16,125,308
        
     
     2,688,505


See
notes to financial statements.

4

PART
I  FINANCIAL INFORMATION

EYE
CARE INTERNATIONAL, INC.STATEMENTS
OF CASH FLOWS
(Unaudited)

For The Six Months Ended June 302004
        
     2003Cash flow from operating activities; net (loss)
     
     
     $(32,868,905)
        
     $(241,324)Adjustments to reconcile net income and (loss) to cashprovided or (used) in operating activitiesDecrease by non-cash additions to income:Write-off of deferred compensation
     
     
     
     (936,639)Write-off of accounts payable
     
     
     
     
     
     
     (112,000)Issuances of shares and warrants for services
     27,074,716`Issuance of shares for conversion of debt and interest
     
     
     
     4,256,183Add non-cash charges to operations:Depreciation
     
     
     
     879
        
     
     4,231Forgiveness of officer's loans receivable
     
     
     
     282,984Tax liability on forgiven loans receivable
     
     
     
     
     
     
     76,000Interest accrued but not paid
     
     
     
     305,965Amortization of debt discountNon-cash legal expense
     
     
     
     
     10,000Increase in Allowance for uncollectible accounts
     
     
     
     11,500Changes in operating assets and liabilities:(Increase) decrease in accounts receivable
     
     
     (42,944)
        
     
     (162,154)(Increase) decrease in prepaid interest
     5,279Increase (decrease) in accounts payable and accrued expenses
     
     
     
     (40,699)
        
     
     74,181Increase (decrease) in net deferred revenue
     (9,562)
        
     (7,063)Increase (decrease) in net deferred compensation
     
     
     
     161,814
        
     
     155,208Increase (decrease) in stock subscription receivable
     
     (34,816)Net cash (used) in operations
     
     
     
     (1,486,555)
        
     
     (550,611)Cash flow from investing activities:Advances to stockholders/officers
     
        
     (41,492)Increase in loan receivable
     
     
     
     (270,000)Purchase of property and equipment
     
     (5,189)
        
     
     (2,861)Net cash provided (used) by investing activities
     
     
     
     (275,189)
        
     
     (44,353)Cash flow from financing activities:Proceeds from short-term borrowings
     
     
     
     1,902,573
        
     
     535,000Proceeds from exercise of warrants
     
     213,828
        
     
     _______Net cash provided by financing activities
     
     
     
     2,116,401
        
     
     535,000Increase or (decrease) in cash
     $354,657
        
     $(59,964)Cash - January 01
     
     
     
     1,426
        
     
     78,097Cash - June 30
     $
     356,083
        
     $
     18,133Supplemental disclosures:Interest paid
     $10,500
        
     $-0-Taxes paid
     
     
     
     -0-
        
     
     -0-Warrants issued for consulting services
     16,197,311
        
     -0-Stock issued for consulting services
     
     
     
     8,594,905
        
     
     -0-Stock issued to related parties for services
     2,282,500
        
     -0-Stock issued for conversion of debt & interest
     
     
     
     4,256,183
        
     
     -0-


See notes to
financial statements

5

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PART
I  FINANCIAL INFORMATION

EYE
CARE INTERNATIONAL, INC.NOTES
TO FINANCIAL STATEMENTS(Unaudited)

Note A:
Basis of Presentation

The
accompanying unaudited financial information has been prepared by Eye Care
International, Inc. (the Company) in accordance with accounting principals
generally accepted in the United States of America for interim financial
information, and in accordance with the instructions to Form 10-QSB, and Item
310(b) of Regulation S-B, of the Securities and Exchange Commission (SEC). In
the opinion of management, all adjustments (consisting of normal and recurring
adjustments) considered necessary for a fair representation have been included.
Financial results for the interim three-month period are not necessarily
indicative of the results that may be expected for the year ending December 31,
2004. The December 2003 comparative balance sheet presented was derived from
audited financial statements, but does not include all disclosures required with
the audited annual statements. This financial information should therefore be
read in conjunction with the financial statements and notes included with the
Companys Annual Report on Form 10-KSB for the year ended December 31,
2003.

The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

The
Company closed on the acquisition of  two companies in June 2004 in exchange
for cash, notes payable
and common stock. Immediately after the closings, discussions began whereby the Company would relinquish its equity ownership in the
acquired organizations and rescind the acquisitions.  Since management
believes the acquisitions will be rescinded, these financial statements do not reflect those
mergers as having been completed.

Note B:
Mutual Forgiveness of Debts

During
the quarter ending March 31, 2003, the Company and two of its officers, Clark
Marcus (CEO) and Jim Koenig (CFO) entered into agreements whereby Messrs. Marcus
and Koenig relinquished their claims to deferred compensation (earned but
unpaid) in the amounts of $424,985 and $511,654, respectively. In consideration
for their agreements, the Company forgave collection of personal loans and
advances to them, totaling $282,984. The resultant gain on this transaction to
the Company is reduced by the tax liability associated with the forgiveness of
debt, for which the Company has agreed to reimburse the officers. This
transaction resulted in the Company recording a net gain of $577,654, in March
2003.

Note
C: Short-term Notes Payable

During
the six months ended June 30, 2004, the Company borrowed $1,627,742from accredited investors. These loans are evidenced by short-term notes,
maturing within one year of date of issuance, and bearing interest of 10
percent. The Company, through an arrangement with the May Davis Group, borrowed
$366,333 of three-year mandatory convertible debt, which bears interest at the
rate of 7 percent. The notes are convertible into the Companys common
stock at the lesser of 120 percent of the closing bid price of the
Companys common stock on the closing date, or 75 percent of the lowest
closing bid price during the five days immediately prior to the conversion date.

6

---

During
the first six months of 2004, some of the Companys noteholders converted
their notes into the Companys common stock at the rate of two shares for
each one-dollar of principal and accrued interest. This resulted in the Company
converting $3,365,760 of its existing debt and $258,284 of its accrued interest
into common stock.

Note D:
Common Stock and Warrants

In
May of 2004, the Companys received approval from its shareholders, to
increase its authorized shares from fifty million shares to one hundred twenty
million shares. The authorized shares for Class A common stock was increased
from thirty million shares to eighty million shares; its Class B shares from ten
million shares to twenty million shares and its preferred shares from ten
million shares to twenty million shares

The
100,000,000 authorized shares of common stock consist of two classes; 80,000,000
authorized Class A, and 20,000,000 authorized Class B. On all matters required
by law to be submitted to a vote of the holders of common stock, each share of
Class A common stock is entitled to one vote per share, and each share of Class
B common stock is entitled to five votes per share. At June 30, 2004 and
December 31, 2003 the issued and outstanding shares of common stock by class
were as follows:

|                                            | June 302004 | December 312003
|------------------------------------------- | ----------- | ---------------
|Class A common stock issued and outstanding |             | 19,418,552     
|Class B common stock issued and outstanding |             | 4,462,880      
|                                            |    |                
|Total common stock issued and outstanding   |             | 23,845,432     

Three
investors holding a total of 225 shares of Series A preferred stock exercised
their conversion privilege and converted their Series A preferred stock into
90,000 shares of Class A common stock during the six month period ended June 30,
2004.

Through
the conversion of promissory notes and accrued interest as discussed in Note C
above, outstanding shares increased by 7,182,560 shares. Shares outstanding were
further increased by 7,953,130 shares due to holders of warrants exercising
their warrants; through the issuance of5,063,500shares for
services, the issuance of280,000 shares for the elimination of other
liabilities and 90,000 shares issued resulting from the conversion of 225 shares
of preferred stock.. During the first six months of 2004, the Company issued a
total of 6,833,108 warrants, of which 250,000 were exercisable at the rate of
$0.50 per share of common stock and the remaining 6,583,108 were exercisable at
the rate of $0.01 per share of common stock. The issuance of these warrants
created a non-cash charge to the income statement of $16,197,591.

As
discussed in the preceding paragraph, during the six months ended June 30, 2004,
the Company entered into various long-term (a minimum of five years) agreements
with financial and business consultants (including the May Davis Group and
Fordham Financial) to assist in furthering its financial and business plan,
including the expansion of its business. The consultants are to assist the
Company in its efforts to effect the acquisition (Note G) and other future
acquisitions and to obtain relationships with sources of revenue. As an
inducement to these consultants to provide these services, the Company granted
them, in the aggregate, approximately 5.7 million warrants. These warrants
entitled the consultants to purchase the Companys common stock at a price
of $.01 per share. The value of those warrants was determined using the
intrinsic value method and the stock was valued at the market value at the time
of the issuance of the stock. This resulted in a non-cash charge to expense in
the first six months of 2004 of $29,154,474. As a result of the agreements the
Company has entered into the agreement with Zatoon for a $3 million equity line,
as previously reported in the Companys 10-KSB; has advanced its
merger/acquisition discussions and expects to close the transaction very soon,
and has well advanced business discussions which the Company believes will close
and produce material revenues for the Company.

Note E:
Stock Subscriptions Receivable

During
the six months ended June 30, 2004, as a result of shareholders exercising their
warrants, the Company recorded a total of $34,816 as receivables due from said
shareholders. This receivable has been recorded on the balance sheet in the
equity section.

Note F:
Earnings per Share

The
basic earnings per share for each period presented was computed based on the
weighted average number of common shares outstanding during the period. Fully
diluted net income or loss per share has not been presented as in each loss
period inclusion of potential common shares (such as the outstanding warrants)
would be antidilutive.

7

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Note G:  Subsequent Events

In
March 2004, the Company entered into an agreement with Zatoon Ventures Limited
(Zatoon) whereby Zatoon will provide financing to the Company of up to
$3,000,000 through purchase of the Companys common A stock.  The
purchases are to be in increments of at least $25,000 and no more than $500,000
at a time at the request of the Company.  The agreement is to be for a term
of the later of 36 months from the commencement period or 48 months from the
date of the agreement.  This agreement is predicated upon the Company
filing a registration statement Form SB-2 with the Securities and Exchange
Commission within 60 days of the agreement and maintaining its listing on a
principal market.

The
Company had entered into a financing agreement in November 2003 with Fordham
Financial (Fordham) to provide equity financing and other consulting
services.  The Company expects to receive funds of up to $500,000 through
convertible debt through the efforts of Fordham.

During
the third quarter of 2004 the Company has issued approximately 1.9 million
shares of common stock, primarily for services that either have been or will be
performed by consultants. The Company has not, at this time, calculated the
resulting non-cash extraordinary charge to its third quarter 2004 income
statement.

In
August 2004 the Company raised a total of $602,000 from the issuance of 86
shares of mandatory convertible Series C, 6% cumulative, preferred stock, par
value $0.001 per share. Each share may be converted at any time until July 30,
2006, when conversion becomes mandatory. At the time of conversion, each share
shall be deemed to have a value of $10,000 and is convertible into Class A
common stock at the lesser of $2.88 per common share or 75% of the lowest
closing bid price during the five days immediately prior to the conversion.

The
Company closed on the acquisition of  two companies in June 2004 in exchange
for cash, notes payable
and common stock. Immediately after the closings, discussions began whereby the Company would relinquish its equity ownership in the
acquired organizations and rescind the acquisitions.  Since management
believes the acquisitions will be rescinded, these financial statements do not reflect those
mergers as having been completed.

8

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Item 2.
Management's Discussion and Analysisof Financial Condition and Results of Operations

Results
of Operations

Six Months
Ended June 30, 2004 Compared to Six Months Ended June 30, 2003

Revenue:

During
the first six months of 2004, revenues decreased
$18,753 primarily because of the loss of one retail customer. The
Company has shifted its emphasis from retail marketing of memberships to the
wholesale marketing of its memberships and to the development of a more
diversified and expanded wholesale customer base; one which will include the
Companys program as a premium benefit under the wholesale customers
label.

Selling,
General and Administrative Expenses (SG&A):

The
Companys SG&A expenses increased by a total of approximately
$373,000 for the six month period ending June
30, 2004 as compared to the same period in 2003.
Comparison of the more significant components of SG&A expenses follows:

For the six months ended June 302004
        
     2003
        
     Increase
     (Decrease)Payroll & related expense
     
     $   533,659
        
     $410,257
        
     $ 123,402Commissions
     
     2,849
        
     66,900
        
     (64,051)Business travel
     
     195,107
        
     75,968
        
     119,139Professional fees
     
     353,355
        
     166,786
        
     186,569All other SG&A expenses
     
     261,049
        
     253,420
        
     7,629
     
     
     
     Total
     
     $1,346,019
        
     $973,331
        
     $ 372,688


Staffing
additions of customer service representatives account for the
majority of the increase in payroll and related expenses.

Commission
expense varies directly with the Companys sales. Approximately
$50,000 of the decrease was due to the fact that there were no vitamin sales in
the first six months of 2004, as compared to sales of $250,000 during the first
six months of 2003. The remaining difference was due to fewer sales and lower
commission rates on wholesale sales as opposed to retail sales.

The
increase in business travel expenses reflects the increased time of the CEO away
from the home office negotiating new contracts and raising capital.

Professional
fees, which include expenses associated with legal and auditing services, during
the six month period ended June 30, 2004, exceeded similar
expenses during the first half of 2003, by about
$187,000. Part of this increase was the result of
increased SEC work performed by both the accountants and the attorneys combined
with legal expenditures associated with a proposed merger/acquisition
Other legal costs of about $46,000 resulted from the issuance of
common shares to attorney for services.

Interest
Expense:

For
the six months ended June 30, 2004, interest
expense of $64,023 was approximately $26,000 less than the same
period in 2003 as over $2 million of debt and accrued
interest were converted to equity at the rate of two shares for each $1.00 of
debt.

Depreciation
Expense:

Depreciation
expense for the six months ended June 30, 2004 continues to
decrease from prior periods because no major depreciable assets have been
purchased during the last three years.

9

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Gain on
Cancellation of Deferred Compensation and Forgiveness of Accounts Payable

During
the quarter ending March 31, 2003, the Company and two of its officers, Clark
Marcus (CEO) and Jim Koenig (CFO) entered into agreements whereby Messrs. Marcus
and Koenig relinquished their claims to deferred compensation (earned but
unpaid) in the amounts of $424,985 and $511,654, respectively. In consideration
for their agreements, the Company forgave collection of personal loans and
advances to them, totaling $282,984. The resultant gain on this transaction to
the Company is reduced by the tax liability associated with the forgiveness of
debt, for which the Company has agreed to reimburse the officers. In addition,
approximately $112,000 of accounts payable were forgiven during the same period.

Consulting
Expenses for Business Expansion

During
the six month period ended June 30, 2004, the Company entered into various
long-term (a minimum of five years) agreements with financial and business
consultants (including the May Davis Group and Fordham Financial) to assist in
furthering its financial and business plan, including the expansion of its
business. The consultants are to assist the Company in its efforts to effect
acquisitions and to obtain relationships with sources of revenue. As an
inducement to these consultants to provide these services, the Company granted
them, in the aggregate, approximately 5.7 million warrants. These warrants
entitled the consultants to purchase the Companys common stock at a price
of $.01 per share. The Company also issued 3.0 million shares of common stock to
the consultants. The value of those warrants was determined using the intrinsic
value method and the common stock was valued at the market value at the time of
issuance. This resulted in a non-cash charge to expense in the first six months
of 2004 of $29,154,474. As a result of the agreements the Company has entered
into the agreement with Zatoon for a $3 million equity line, as previously
reported in the Companys 10-KSB; and has well advanced business
discussions which the Company believes will close and produce material revenues
for the Company.

Stock
Subscriptions Receivable

During
the first six months of 2004, as a result of shareholders exercising their
warrants, the Company has recorded a total of $34,816 as receivables due from
said shareholders. These receivables have been recorded on the balance sheet in
the equity section

LIQUIDITY
AND CAPITAL RESOURCES

The
following summary table presents comparative cash flows of the Company for the
six months ended June 30, 2004 and 2003:

Six Months Ended June 30,2004
     
     2003Net cash used by operating activities
     
     
     $
     (1,486,555)
     $
     (550,611)Net cash used by investing activities
     
     
     (275,189)
     
     (44,353)Net cash provided by financing activities
     
     
     2,116,401
     
     535,000
     Net increase (decrease) in cash
     
     $
     354,657
     $
     (59,964)


As
evidenced in the above summary table, the Company has funded its operations
through the issuance of short-term notes payable. During the six months ended
June 30, 2004, funds raised in this manner totaled $2,116,401. From time
to time the Company experiences cash flow shortages due to current operating
demands of its market development and enhancement program, and lack of capital
resources. Although Management of the Company has been able to manage these
shortfalls without interruption to the business to date, there can be no
assurances that this will continue to occur. Accordingly, the Company is seeking
additional working capital to satisfy daily operating requirements. There can be
no assurance, however, that such capital will be available on terms acceptable
to the Company. However, the following arrangements have been made and should
enable the Company to operate more effectively.

In
March 2004, the Company entered into an agreement with Zatoon Ventures Limited
(Zatoon) whereby Zatoon will provide financing to the Company of up to
$3,000,000 through purchase of the Companys common A stock.  The
purchases are to be in increments of at least $25,000 and no more than $500,000
at a time at the request of the Company.  The agreement is to be for a term
of the later of 36 months from the commencement period or 48 months from the
date of the agreement.  This agreement is predicated upon the Company
filing a registration statement Form SB-2 with the Securities and Exchange
Commission within 60 days of the agreement and maintaining its listing on a
principal market.

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The
Company had entered into a financing agreement in November 2003 with Fordham
Financial (Fordham) to provide equity financing and other consulting
services.  The Company expects to receive funds of up to $500,000 through
convertible debt through the efforts of Fordham.

During
the third quarter of 2004 the Company has issued approximately 1.9 million
shares of common stock, primarily for services that either have been or will be
performed by consultants. The Company has not, at this time, calculated the
resulting non-cash extraordinary charge to its third quarter 2004 income
statement.

In
May of 2004, the Company received approval from its shareholders, to increase
its authorized shares from fifty million shares to one hundred twenty million
shares. The authorized shares for Class A common stock were increased from
thirty million shares to eighty million shares; its Class B shares from ten
million shares to twenty million shares and its preferred shares from ten
million shares to twenty million shares.

The
Company closed on the acquisition of  two companies in June 2004 in exchange
for cash, notes payable
and common stock. Immediately after the closings, discussions began whereby the Company would relinquish its equity ownership in the
acquired organizations and rescind the acquisitions.  Since management
believes the acquisitions will be rescinded, these financial statements do not reflect those
mergers as having been completed.

In
August 2004 the Company raised a total of $602,000 from the issuance of 86
shares of mandatory convertible Series C, 6% cumulative, preferred stock, par
value $0.001 per share. Each share may be converted at any time until July 30,
2006, when conversion becomes mandatory. At the time of conversion, each share
shall have a value of $10,000 and is convertible into Class A common stock at
the lesser of $2.88 per share or 75% of the lowest closing bid price during the
five days immediately prior to the conversion.

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PART
II: OTHER INFORMATION

Item
6.Exhibits and Reports on Form 8-K

| | (a)  Exhibits Filed:      | 31.1 Certification of Chief Executive Officer Pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002
                                            31.2 Certification of Chief Financial Officer Pursuant to Section 302     
                                                      of the Sarbanes-Oxley Act of 2002
                                            32.1 Certification of the Chief Executive Officer Pursuant to Section 906
                                                          of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer Pursuant to Section 906                                                                                                                                                                                                                                                 
| | ------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)  Reports on Form 8-K: | During the six
months ended June 30, 2004, Eye Care International, Inc.  filed the following Current
Report on Form 8-K:


Current Report
on Form 8-K dated March 15, 2004 (date of earliest  event reported) and filed on March
16, 2004, for purposes of reporting under Item 4, Changes in  Registrant's Certifying
Accountant

Current Report
on Form 8-K dated June 17, 2004, for purposes of  reporting under Item 9, Regulation FD
Disclosure, the acquisition/merger of Self-Funded Alternatives.

Current Report
on Form 8-K dated July 7, 2004, for purposes of  reporting under Item 9, Regulation FD
Disclosure, the acquisition/merger of LBI Brokerage, LLC.

Current  Report
on Form 8-K dated August 16, 2004, for the purposes  of reporting under  Item 5, Other
Events and Regulation FD Disclosure,  a change in the  Companys Chief Financial
Officer.





Signatures

In
accordance with the requirements of the Exchange Act, the registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|Date:  September 2, 2004 | EYE CARE INTERNATIONAL, INC.by: /s/ Scott M. Carson Scott M. Carson, Chief Financial Officer
|------------------------ | --------------------------------------------------------------------------------------------
|                         |                                                                                             

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EXHIBIT
INDEX

31.1
     Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
     Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
     Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
     Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002












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