<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 20549


                                  FORM 10-QSB

                                Amendment No. 1

(Mark One)
/X/     Quarterly report under Section 13 or 15(d) of the Securities Exchange
        Act of 1934
For the quarterly period ended September 30, 2001

/_/     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 Employer
      Incorporation or Organization)                   Identification No.)

           1511 North Westshore Boulevard, Suite 925
           Tampa, 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 file such reports, and (2) has been
subject to such filing requirements for the past 90 days.
Yes X    No ____
    -

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

     PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a Plan confirmed by a court.
Yes  _____   No _____


          APPLICABLE ONLY TO CORPORATE ISSUERS

As of November 1, 2001, the issuer had outstanding 13,197,060 shares of common
stock, $.001 par value.
<PAGE>

                         EYE CARE INTERNATIONAL, INC.
                                     Index

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
Part I.  Financial Information................................................................        3

Item 1.  Consolidated Financial Statements (Unaudited)........................................        3

               Consolidated Balance Sheet - September 30, 2001................................        4

               Consolidated Statements of Income - Year To Date and Three Months
                Ended September 30, 2001 and 2000.............................................        5

               Consolidated Statements of Stockholders' Deficiency............................        6

               Consolidated Statements of Cash Flows - Year To Date and Three
                Months Ended September 30, 2001 and 2000......................................        7

               Notes to Consolidated Financial Statements - September 30, 2001................        8

Item 2.  Management's Discussion and Analysis or Plan of Operation............................       12

Part II. Other Information....................................................................       15

Item 2.  Changes in Securities................................................................       15

Item 6.  Exhibits and Reports on Form 8-K.....................................................       15

Signatures....................................................................................       16
</TABLE>

                                       2
<PAGE>

                         EYE CARE INTERNATIONAL, INC.

                         PART I FINANCIAL INFORMATION


Item 1.  Consolidated Financial Statements

In the opinion of management, the unaudited consolidated financial statements
include all adjustments necessary to present fairly the results for the three
months and nine months ended September 30, 2001.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for the interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three months and nine months ended September 30, 2001 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2001. For further information, refer to the consolidated financial
statements and footnotes thereto included in Eye Care International, Inc.'s
annual report on Form 10-KSB for the year ended December 31, 2000.

                                       3
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEET


                                    ASSETS


                                                              September 30, 2001
                                                              ------------------

                                                                  (Unaudited)
Current assets
     Cash                                                       $       61,731
     Accounts receivable                                                37,469
     Miscellaneous receivables and advances                            147,397
                                                                --------------

                                                                $      246,597
Fixed assets - net of accumulated
     depreciation                                                       16,765

Other assets
     Miscellaneous receivables and advances                            279,030
                                                                --------------

           Total assets                                         $      542,392
                                                                ==============

                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
     Accrued expenses and taxes payable                         $    1,461,233
     Deferred revenue                                                  321,827
     Notes payable                                                     331,500
                                                                --------------

                                                                $    2,114,560
                                                                --------------
Stockholders' deficiency
     Capital stock
     - 30,000,000 shares of $.001 par
         value common stock authorized:
         13,197,060 shares issued and outstanding                       13,197
     - 10,000,000 shares of $.001 par
         value preferred stock authorized:
         745 Series A shares issued                                          1
         685,715 Series B issued                                           686
     Paid in capital                                                 8,820,194
     Retained deficiency                                           (10,406,246)
                                                                --------------
                                                                $   (1,572,168)
                                                                --------------
           Total liabilities and
              stockholders' deficiency                          $      542,392
                                                                ==============

                                       4
<PAGE>

                EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                             Year to Date September 30,      Quarter Ended September 30,
                                             --------------------------      ---------------------------
                                                 2001         2000                2001         2000
                                                 ----         ----                ----         ----
                                                                                (Unaudited)
<S>                                          <C>           <C>                 <C>          <C>
Revenue
 Membership fees                             $   259,642   $   378,051         $    79,449  $   150,293
 Interest                                             --           866                  --          153
                                             -----------   -----------         -----------  -----------
                                                 259,642       378,917         $    79,449      150,446


General and administrative expenses            1,487,626     1,890,889             483,319      547,428
Interest                                           7,176         3,815               4,146        1,875
Depreciation and amortization                     15,819        22,068               4,141        7,347
                                             -----------   -----------         -----------  -----------

                                               1,510,621     1,916,772             491,606      556,650
                                             -----------   -----------         -----------  -----------

Net loss                                     $(1,250,979)  $(1,537,855)        $  (412,157) $  (406,204)
                                             ===========   ===========         ===========  ===========

Average common shares outstanding             12,414,055     9,611,567          13,128,272   10,138,233
                                             ===========   ===========         ===========  ===========


Loss per share                               $     (0.10)  $     (0.16)        $    ( 0.03) $    ( 0.04)
                                             ===========   ===========         ===========  ===========
</TABLE>

                                       5
<PAGE>

                 EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                              (Unaudited)

<TABLE>
<CAPTION>
                           Common       Preferred        Paid-in        Retained
                            Stock         Stock          Capital       Deficiency        Total
<S>                        <C>          <C>            <C>           <C>              <C>
Balance December 31, 2000  $11,361      $    687       $ 8,121,031   $ (9,155,267)    $(1,022,188)

Net Income/(Loss)               --            --                --   $   (495,760)    $  (495,760)
Issuance of Capital Stock  $ 1,315      $     --       $   454,684   $         --     $   455,999
                           -------      --------       -----------   ------------     -----------

Balance March 31, 2001     $12,676      $    687       $ 8,575,715   $ (9,651,027)    $(1,061,949)

Net Income/(Loss)               --            --                --   $   (343,062)    $ ( 343,062)
Issuance of Capital Stock  $   446      $     --       $   194,554             --     $   195,000
                           -------      --------       -----------   ------------     -----------

Balance June 30, 2001      $13,122      $    687       $ 8,770,269   $ (9,994,089)    $(1,210,011)

Net Income/(Loss)               --            --                --   $   (412,157)    $  (412,157)
Issuance of Capital Stock  $    75      $     --       $    49,925             --     $    50,000
                           -------      --------       -----------   ------------     -----------

Balance September 30, 2001 $13,197      $    687       $ 8,820,194   $(10,406,246)    $(1,572,168)
</TABLE>

                                       6
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        Year to Date September 30,      Quarter Ended September 30,
                                                        --------------------------      ---------------------------
                                                            2001         2000             2001          2000
                                                            ----         ----             ----          ----
                                                                                          (Unaudited)
<S>                                                     <C>           <C>              <C>           <C>
Cash flow from operating activities

 Net loss                                               $(1,250,979)  $(1,537,855)     $(412,157)    $(406,204)

Adjustment to reconcile net income
 to net cash provided by operating activities
 Depreciation and amortization                               14,819        41,853          3,141         7,347

Changes in operating assets and liabilities
 Decrease in accounts receivables                            12,995       (18,313)        (1,430)        6,926
 Increase or decrease in miscellaneous
   receivables and advances                                 (47,178)      (78,995)        13,553       (28,477)
 Increase or decrease in deferred revenue                     2,580       (66,856)        15,681       (58,308)
 Increase or decrease in accrued expenses
   and taxes payable                                        384,479       448,788        141,906       141,023
                                                        -----------   -----------      ---------     ---------

Net cash used by operating activities                      (883,284)   (1,211,379)      (239,306)     (337,693)

Cash flow from investing activities
 Purchase of fixed assets                                        --            --             --            --

Cash flow from financing activities
 Proceeds from Notes                                        238,500            --        250,000            --
 Proceeds from sale of capital stock                        701,000     1,108,462         50,000       350,872
                                                        -----------   -----------      ---------     ---------

Increase or decrease in cash                                 56,216      (102,917)     $  60,694     $  13,179
Cash - January 1,                                             5,515       129,482          1,037        13,386
                                                        -----------   -----------      ---------     ---------
Cash - September 30,                                    $    61,731   $    26,565      $  61,731     $  26,565
Supplemental disclosures                                ===========   ===========      =========     =========
 Interest paid                                          $         0   $         0      $       0     $       0
                                                        -----------   -----------      ---------     ---------
Income taxes paid                                       $         0   $         0      $       0     $       0
                                                        -----------   -----------      =========     =========
</TABLE>

                                       7
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          September 30, 2001 and 2000

Note A -  NATURE OF THE ORGANIZATION
          --------------------------

          Eye Care International, Inc. and Subsidiary (the Company) markets
          vision care benefit plans and enhancements to plans provided by
          others. The Company's benefit plans and plan enhancements afford its
          member/subscribers, and those of its plan sponsors (employers,
          associations, etc.) and other licensed organizations, the opportunity
          to obtain discounted services from its national network of ophthalmic
          physicians. Through contractual arrangements with others, the
          Company's plans also provide its member/subscribers with access to
          providers of eyewear and other benefits on a discounted basis.

          The Company's principal operating revenues consist of membership fees
          charged either directly to its member/subscribers, or indirectly
          through plan sponsors or through licensing arrangements with providers
          of other benefit plans in exchange for access by their
          member/subscribers to the Company's network of ophthalmologists on a
          similarly discounted basis.

Note B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          ------------------------------------------

          1.   Principles of Consolidation
               ---------------------------

               The consolidated financial statements include the accounts of Eye
               Care International, Inc. and its wholly owned subsidiary,
               National Vision Services, Inc. All significant intercompany
               transactions and balances have been eliminated in consolidation.

          2.   Revenue Recognition
               -------------------

               The Company sells one, two and three year memberships in its
               vision plan. Although, at the time of enrollment (when the
               Company enters the membership data into its system), the Company
               issues a membership kit that includes a membership card, network
               provider list and other material, its obligation to its members
               is not totally fulfilled because of the twenty-four hour customer
               service feature of its plan and its guarantee to save at least
               the cost of the membership or the Company will refund the
               difference. In addition, memberships can be cancelled at any time
               during the first thirty days of the membership. However,
               historically said thirty-day cancellations have been diminimus
               and requests for refunds equal to the difference between the cost
               of the card and the member's savings have been non-existent.
               Therefore, revenues are recognized on a straight-line basis over
               the membership period, beginning in the month of enrollment.
               Membership fees, however, can neither be determined nor estimated
               until reported to the Company by the selling organizations and
               are subject to possible subsequent audit by the Company at its
               option under the terms of the related agreement. Accordingly,
               depending upon the timeliness and accuracy of membership reports
               received, membership income is not recognized in the Company's
               financial statements until reported by the selling organization,
               which may be in periods later than those in which they were
               earned and subject to adjustment in subsequent periods. To the
               Company's knowledge, these reports have always been filed on a
               timely basis (less than two weeks after the sale by the selling
               organization). If reports were delayed, revenue and commissions
               would be understated, as would be income.


          3.   Fixed Assets and Depreciation
               -----------------------------

               Fixed assets are recorded at cost. Depreciation of fixed assets
               is recorded using accelerated and straight-line methods over the
               estimated useful lives of the related assets.

                                       8
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          September 30, 2001 and 2000

Note B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
          ------------------------------------------

          4.   Income Taxes
               ------------

               Income taxes are to be provided for the tax effects of
               transactions reported in the financial statements. Provisions
               will be made for deferred income taxes, which result from timing
               differences between expenses and income as reported for financial
               statement purposes and their deductibility or exclusion for
               income tax purposes, when appropriate.

          5.   Stock Warrants
               --------------

               During the first nine months of 2001, the Company issued
               1,662,146 warrants. The exercise price of these warrants is $0.50
               per share of common stock and the warrants expire in 2006.

               The fair value of the above warrants at their grant date was
               zero. The estimated fair value of each warrant granted is
               calculated using the Black Scholes option pricing model. The
               following summarizes the assumptions used in the model:

                                                           2001
                                                           ----

                    Expected years until exercise           4.0
                    Expected dividend yield                   0
                    Estimated fair market value of
                      underlying stock                    $0.19


               The following is a summary of stock warrant activity during the
               years 2001 and 2000:

                                                                      Weighted
                                                                      Average
                                                            Number    Exercise
                                                           Of Shares   Price
                                                           ---------  --------

                    Warrants outstanding
                      December 31, 2000                    3,098,072   $0.64
                    Warrants granted                       1,662,146   $0.50
                    Warrants forfeited                      (422,500)  $1.47
                                                           ---------

                    Warrants granted and outstanding
                      September 30, 2001                   4,337,718   $0.51

               The following table summarizes the status of warrants outstanding
               at September 30, 2001:

                                                                      Weighted
                                                                       Average
                                                                      Remaining
                                             Exercise     Number     Contractual
                                               Price     Of Shares      Life
                                             --------    ---------   -----------

                    1996 Stock Warrants       $1.00         10,000    0.03 years
                    1997 Stock Warrants       $1.00         50,000    0.58 years
                    2000 Stock Warrants       $0.50      2,615,572    3.81 years
                    2001 Stock Warrants       $0.50      1,662,146    4.49 years
                                                         ---------
                                                         4,337,718
                                                         =========

                                       9
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          September 30, 2001 and 2000

Note B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
          ------------------------------------------

          5.   Stock Warrants (continued)
               --------------

               As of September 30, 2001, the Company had reserved 4,337,718
               shares of common stock for issuance under stock warrants issued
               and outstanding.

          6.   Preferred Stock
               ---------------

               In early 2000, the Company issued 550 shares of Series A
               convertible preferred stock at a price of $1,000 per share. Each
               share of Series A preferred stock is convertible into 2,000
               shares of common stock and has a liquidation preference of $1,000
               per share. The Company has the right to redeem shares of Series A
               convertible preferred stock on the third anniversary of the date
               shares of Series A convertible preferred stock were first issued
               at a redemption price of $1,200 per share.

               In May 2000, the Company issued 685,714 shares of Series B
               convertible preferred stock at a price of $0.4375 per share. Each
               share is convertible into one share of common stock. This stock
               has no liquidation preference nor redemption features.

          7.   Loss Per Share
               --------------

               Loss per share is calculated by dividing net income by the
               average weighted number of shares outstanding for the period.
               Average weighted number of shares used to calculate loss per
               share for the third quarter of 2001 and 2000 were 13,128,272
               shares and 10,138,233 shares, respectively; and 12,414,055 shares
               and 9,611,567 shares, respectively for the nine months ended
               September 30, 2001 and 2000. Since the Company shows a loss per
               share for each of the periods presented, no diluted loss per
               share calculations have been presented. Showing the effect of
               including the outstanding warrants in the loss per share
               calculation would have an anti-dilution effect and would be
               misleading.

          8.   Comprehensive Income
               --------------------

               SFAS 130 requires a company to disclose Comprehensive Income, if
               any, in its financial statements. Comprehensive Income is defined
               as "the change in equity (net assets) of a business enterprise
               during a period from transactions and other events and
               circumstances from non-owner sources. It includes all changes in
               equity during a period except those resulting from investments by
               owners and distributions to owners." Since the Company had no
               such transaction, the Company's net loss and comprehensive net
               loss are the same.

Note C -  NOTES PAYABLE
          -------------

          The Company is indebted to ten stockholders in the amount of $331,500.
          Two of the notes for $70,000 bear interest at the rate of 8% and are
          payable upon demand. The remaining eight notes, most of which were
          issued during the third quarter, are one-year notes and bear interest
          rates of prime plus one percent.

Note D -  INCOME TAXES
          ------------

          Substantially all of the Company's retained earnings deficit will be
          available as an operating loss carry forward to reduce future income
          tax obligations as may be incurred through the year 2015. However,
          because of the Company's relatively short operating history, the
          potential tax benefit of this loss has been valued at zero in the
          financial statements and will remain so until realized or until the
          criterion in Financial Accounting Standards Board Statement No. 109,
          Accounting for Income Taxes, for recognition of a deferred tax asset
          has been met.

                                       10
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          September 30, 2001 and 2000

Note E -  COMMITMENTS AND CONTINGENCIES
          -----------------------------

          The Company leases its present offices under an operating lease
          expiring on July 31, 2003 with an option to renew for one year. Rent
          expense for the years 2000 and 1999 amounted to $98,922 and $87,576
          respectively. Future minimum rental commitments at December 31, 2000
          are as follows:


<TABLE>
                  <S>                   <C>
                  2001                  $ 96,523
                  2002                   100,992
                  2003                    42,855
                                        --------

                                        $240,370
                                        ========
</TABLE>

Note F -  GOING CONCERN
          -------------

          The accompanying financial statements have been prepared in conformity
          with generally accepted accounting principles, which contemplates
          continuation of the Company as a going concern. However, the Company
          has sustained substantial operating losses since its inception. In
          addition, the Company has used substantial amounts of working capital
          in its operations. In review of these matters the continuation of the
          Company is dependent upon its ability to raise capital and its success
          of future operations. Absent an increase in revenue or the sale of
          capital stock, there may be uncertainty about the Company's ability to
          continue as a going concern. The Company has secured major marketing
          arrangements with large member-based companies (some of whom have been
          competitors) to either include the Company's vision plan as part of
          their plans, or market the plan as a stand-alone plan. The Company is
          also financially supported by its current accredited investors, as
          well as other accredited investors. Although there can be no
          assurance, management believes that the Company will generate
          significant new business in the future from these marketing
          arrangements and will raise enough capital to continue as a going
          concern. The financial statements do not include any adjustments that
          might result from the outcome of this uncertainty.


Note G -  SUBSEQUENT EVENTS
          -----------------

          On April 3, 2001, the Company signed, and the Board of Directors
          unanimously approved, a Letter of Intent with Thomas Fletcher &
          Company, Inc., a New York based securities firm, to act as the
          placement agent, on a best efforts basis, for the private placement of
          $2.5 million of debt and equity. Under the terms of the Letter, the
          securities to be offered in the private placement consist of the
          following: (a) $2 million principal amount of promissory notes, (b) 2
          million shares of common stock, and (c) 500,000 common stock purchase
          warrants; to be offered to accredited investors in the form of units
          with each unit consisting of a $20,000 principal amount promissory
          note (with an annual interest rate of 11% due the earlier of October
          30, 2003 or completion of the next registered public offering of the
          company's securities), 20,000 shares of common stock and 5,000 common
          stock purchase warrants, exercisable for five years following the
          final closing date of the offering, at a price of $1.00 per share, at
          an offering price of $25,000 per unit. In addition, the financing
          calls for a reverse stock split of the company's common stock on a
          basis of one share for each five shares presently outstanding. The
          financing also allows the nine preferred shareholders to tender their
          shares, at cost, for additional units, or portion thereof, on a
          dollar-for-dollar basis.

          The class A preferred stock was originally issued at a price of $1,000
          per share and is convertible into 2,000 shares of class A common
          stock. The class B preferred stock was issued at a price of $0.4375
          per share and is convertible into class A common stock on a share-for-
          share basis. In accordance with the Letter of Intent, each preferred
          shareholder will be allowed to convert the preferred stock into units
          of the offering, or a portion thereof, at the rate of one dollar
          originally invested into one dollar of a unit. The Board of Directors
          unanimously approved the reverse stock split as a condition of the
          financing.

                                       11
<PAGE>

                         EYE CARE INTERNATIONAL, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                             OR PLAN OF OPERATION


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

      The following discussion and analysis of our financial condition and
      results of operation should be read in conjunction with the financial
      statements and notes thereto appearing elsewhere in this report.

      Results of Operations

      Three Months ended September 30, 2001 Compared to Three Months ended
      September 30, 2000.

      Sales. After recording the effects of the revenue recognition policy,
      sales for the three months ended September 30, 2001 of $79,449 were about
      $71,000 less than the $150,293 recorded for the same period in 2000. This
      decrease primarily resulted from the net deferral of nearly $74,000 of
      revenue during the quarter in order to comply with the revenue recognition
      policy prescribed by the regulatory authorities, as described in Note B.2.
      Sales for each of the periods since 1997, had declined because of a
      reduction in the annual membership fee, the adoption by the company of
      two-year and three-year memberships with significant reductions in the
      fee for the second and third years, and the loss of a wholesale client who
      marketed the company's vision plan as part of its multi-discount plan.
      Management believes this trend has begun to reverse, and will continue to
      reverse as new contracts with new wholesale clients (private label
      marketers who have large markets for the company's vision plan) are signed
      and implemented. Although revenue on a per member basis is expected to
      decline as the company moves into this next phase of its overall marketing
      strategy, overall sales, as well as net income on a per member basis, is
      expected to increase .

      Selling, General and Administrative Expenses.  The major components of
      Selling, General and Administrative expenses (G&A) are payroll,
      commissions, business travel, postage & printing, and
      professional/consulting fees. G&A expenses of $483,319 were approximately
      $64,000 less than the $547,428 for the same period last year. All
      components, except commissions, of G&A declined, in large part, as a
      direct result of the company entering into the next phase of its overall
      marketing plan - that being the inclusion by sellers of other health care
      plans of the company's vision plan as their vision component. This
      resulted in a reduction of the company's direct marketing expenditures.
      Payroll declined by $46,000; contract labor by $30,000,
      consulting/professional fees by $5,000, printing and postage by $5,000 and
      business travel declined by $11,000. These decrease, along with a decrease
      of nearly $20,000 in Amortization of Deferred Financing Costs, were
      partially offset by a $51,000 increase in commission expense.

      Payroll and contract labor declined because the company eliminated certain
      positions that were being filled by temporary help and elected not to
      replace certain vacated positions since the company's manpower
      requirements temporarily declined due to the company entering into the
      next phase of its marketing strategy. As this strategy develops,
      additional employees and temporary help will be required.

      Commissions increased as a result of a legal settlement whereby
      commissions previously advanced to an employee/agent were forgiven and
      written off.

      Consulting /professional fees declined primarily because of less research
      required regarding licensing requirement in certain states and fewer legal
      issues.

      Printing and postage declined because of the company had sufficient
      inventory levels of marketing and enrollment materials to accomplish its
      sales.  Less marketing material will be needed in the future because the
      company has entered into the next phase of its marketing plan as
      previously discussed.

      Business travel declined because the company entered into the next phase
      of its marketing strategy.  Thus the company's need to attend as many
      trade shows and out-of-town meetings as in the past is reduced.

      Interest Expense.  Interest expense for the three months ended September
      30, 2001 was higher than the comparative period for 2000 because of the
      increase in notes payable, most during the third quarter.

      Depreciation and Amortization Expense.  Since no major additions were made
      to depreciable assets in 2000 and year to date September 30, 2001,
      depreciation declined due to some of the depreciable assets being fully
      depreciated.

      Deferred Financing Cost. Deferred financing costs associated with stock
      warrants issued in conjunction with debt or equity issued by the Company
      declined from $20,000 during the third quarter of 2000 to $0 in the third
      quarter of 2001 since there were no warrants issued this quarter that met
      the criteria requiring such an expense.

                                       12
<PAGE>

      Results of Operations

      Nine Months ended September 30, 2001 Compared to nine Months ended
      September 30, 2000.

      Sales. Year-to-date revenues of $259,642 for the year 2001 were $118,000
      less than the $378,051 recorded in the same period of 2000 after recording
      the nearly $70,000 negative effect of the revenue recognition policy. This
      $118,000 decrease was primarily due to reduced sales of approximately
      $54,000 by two multi-discount private-labelers that included our vision
      plan as a component of theirs, the loss of a retail customer
      (approximately $14,000) and the $70,000 reduction in revenues due to the
      revenue recognition policy discussed in Note B.2, partially offset by
      about $33,000 obtained as a result of the addition of three new private
      label multi-discount plans marketing the Company's vision plan as part of
      their package. Revenues have declined each period since 1997 primarily
      because of a reduction in the annual membership fee, the adoption by the
      Company of two-year and three-year memberships with significant reductions
      in the fee for the second and third years, and the loss of a wholesale
      marketer of multi-discount products, including the Company's vision plan.
      Management believes that this trend will be reversed in late 2001 as
      contracts with wholesale clients (private label marketers who have large
      markets for the Company's vision plan) are signed and implemented.
      Although revenue on a per member basis is expected to decline as the
      company moves into this next phase of its overall marketing strategy,
      overall sales, as well as net income on a per member basis, is expected to
      increase.

      Selling, General and Administrative Expenses.  For the nine months ended
      September 30, 2001 these expenses totaled $1,487,626, or about $403,000
      less than the $1,890,889 for the same period in 2000.  The major
      components of Selling, General and Administrative expenses (G&A) are
      payroll, commissions, business travel, postage & printing, and
      professional/ consulting fees.  All of these components declined except
      commissions, in large part, as a direct result of the company entering
      into the next phase of its overall marketing plan of being included the
      vision component of sellers of other health care plans.

      Payroll declined nearly $65,000 from $801,056 in the first nine months of
      2000 to $736,208 for the same period in 2001 because the company
      eliminated certain positions which were being filled by temporary help and
      elected not to replace certain vacated positions since its manpower
      requirements temporarily declined due to the company entering into the
      next phase of it's marketing strategy.  As this strategy develops,
      additional employees and temporary help will be needed.

      Commissions increased nearly $20,000 from $103,452 in 2000 to $123,742 for
      the first nine months of 2001 because of a legal settlement whereby the
      company agreed to forgive an employee/agent of a receivable for advanced
      commissions, which were then charged to expense. Because of the situation,
      it was more efficient to settle the suit and write off the receivable than
      to pursue collection through the courts. This charge was partially offset
      by decreased commissions due to reduced sales, the variation in the mix of
      the commission structure related to the sales, and the fact that private
      label sales require less, if any, commissions.

      Printing and postage for the nine months ended September 30, 2001 of
      $48,624 was nearly $80,000 less than the $129,009 for the first nine
      months of 2000.  These expenses declined because the company had
      sufficient inventory levels of marketing and enrollment materials to
      accomplish its sales.  Less marketing and fulfillment material will be
      needed in the future because the company has entered into the next phase
      of its marketing strategy.

      Business travel of $140,197 for the first nine months of 2001 was nearly
      $132,000 less than the $272,102 for the same period in 2000.  These
      expenses declined because the company has entered into the next phase of
      its marketing strategy.  Thus, the company does not need to attend as many
      trade shows and out-of-town meetings.

      Professional/consulting fees of $106,281 for the first nine months of 2001
      were nearly $116,000 less than the $222,460 for the same period of 2000.
      This reduction was the result of less legal research required regarding
      the licensing requirements in certain states, fewer legal issues, and less
      use of financial/public relations consultants.

      Interest Expense.  Interest expense for the nine months ended September
      30, 2001 was about $3,000 higher than the comparative period for 2000
      because of the increase in notes payable, of which most were issued during
      the third quarter of this year.

      Depreciation and Amortization Expense.  For the first nine months of 2001
      depreciation expense of $15,818 was about $6,000 less than the $22,068 for
      the same period in 2000 because the company has made no additions to
      depreciable assets for nearly two years and because some of the existing
      depreciable assets have been fully depreciated.

      Other assets - miscellaneous receivables and advances.  These accounts
      include non-current advances to current and former independent agents and
      employees.  The amounts are to be either repaid to the company or deducted
      from future amounts owed by the company to the

                                       13
<PAGE>

      individuals.

      Current year activity for the receivables are shown below.

                                                    Other (Including
                                       Officers     Former Agents)      Total

      Balance January 1, 2001          $139,724       $ 38,424         $176,148
      Additional loans and Advances     119,791              -          119,791
      Repayments                        (28,909)             -          (28,909)

      Balance
      September 30, 2001               $240,606       $ 38,424         $279,030

      Approximately $240,000 of the total advances of $279,030 are short-term
      advances to company officers (the CEO and the CFO), whom the Company owes
      nearly twice that amount for deferred compensation, which has been
      included on the balance sheet in accrued expenses and taxes payable. These
      employees have agreed that their deferred compensation can be used as
      collateral towards the receivables. Over half of the "Others" balance of
      $38,424 is pending the outcome of an appeal of a lawsuit initiated by a
      former agent against one of its clients. The suit was originally ruled in
      favor of the former agent, but has been appealed by its client.

      Management has no reason to believe, especially in light of the above
      facts, that these amounts will not be collected or netted against amounts
      owed by the Company.

      Liquidity and Capital Resources

      Since inception, the Company's expenses have consistently exceeded
      revenues.  Operations have primarily been funded from the issuance of debt
      and equity securities.

      The Company used cash in its operating activities totaling nearly $.9
      million and $1.2 million during the first nine months of 2001 and 2000,
      respectively, primarily for payroll, professional fees and contract labor.
      The Company did not acquire any fixed assets during these periods.

      During the first nine months of 2001 and 2000, the Company raised nearly
      $.9 million and $1.1 million, respectively, through financing activities,
      primarily the sale of common stock in 2001 and the sale of preferred stock
      in 2000.  In the first six months of 2001, the Company issued 1,577,146
      shares of common stock at a per share price of $.4375, and an additional
      50,000 during the third quarter at a price of $1.

      Note F to our audited financial statements for the year ended December 31,
      2000, express uncertainty as to our ability to continue as a going
      concern. On April 3, 2001, the Company entered into a Letter of Intent
      with Thomas Fletcher & Co., Inc., a New York based broker dealer, to act
      as the Company's placement agent for a Private Placement of $2.5 million
      of debt and equity in the Company. This placement will be on a best-
      efforts basis, with a minimum offering of 40 units and a maximum of 100
      units. Following the execution of the Letter of Intent, counsel for the
      Company commenced the preparation of a Private Placement Memorandum and
      simultaneously undertook representation of Thomas Fletcher & Co., Inc. as
      its counsel in connection with a Change of Control Application being filed
      on behalf of Thomas Fletcher & Co., Inc. with the NASD. Thomas Fletcher &
      Co., Inc. concluded it's due diligence activity on the Company sometime in
      late May/early June 2001 and approved the contents of the Private
      Placement Memorandum sometime during the last week of July 2001. At the
      time of said approval, the Change of Control Application with the NASD had
      not yet been processed. In late October, the placement agent received
      verbal authorization to commence its activities in connection with the
      Company's Private Placement. Although there can be no assurances, the
      Company believes Thomas Fletcher & Co., Inc.'s Change of Control
      Application will be processed to a successful completion. However, even if
      the Change of Control is approved, there is no assurance that the Company
      will receive any proceeds as a result of the letter of intent with Thomas
      Fletcher & Co.

      The Company, meanwhile, has continued to aggressively pursue and
      substantially expand its business activities, including entering into a
      number of contractual arrangements relating to sales of the ECI program to
      other healthcare providers.  Further, in addition to the Company's
      existing customer base, the Company expects additional sales to new retail
      clients to grow during the remainder of the year and to continue to grow
      from there.  To offset some of the financial commitments undertaken by ECI
      by reason of the foregoing, some of the Company's existing accredited
      investors have continued to financially support ECI's business activities.
      They have also indicated their intent to continue such support pending the
      processing of Thomas Fletcher & Co., Inc.'s Change of Control Application
      and the closing of the Private Placement.  This support is necessary for
      the Company's continuing operations.  Management has no reason to believe
      that support will not continue.  However, if the Company is unable to
      obtain the private placement or maintain its financial support, it may
      have to curtail or suspend operations.

      Going Concern

      Notes F to the audited financial statements expresses the uncertainty of
      the Company's ability to continue as a going concern and Note G entitled
      "Subsequent Events" further addresses the issue and in management's
      opinion, should significantly alleviate this concern.  Since the end of
      the year, the Company signed a Letter of Intent with a New York-based
      securities firm for the private placement of $2.5 million of debt and
      equity in the Company.  Management believes this event, coupled with the
      other events discussed in the Liquidity and Capital Resources section
      above, eliminates much of the concern.


      Forward-looking Statements

      This report includes forward-looking statements that are not based upon
      historical facts.  These statements, which discuss future expectations,
      estimate the happening of future events, or our results of operations or
      financial condition for future periods, can be identified by the use of
      forward-looking terminology such as "may", "will", "expect", "believe",
      "intend", "anticipate", "estimate", "continue", or similar words.  These
      forward-looking statements are subject to certain uncertainties, and there
      are important factors that may cause actual results to differ materially
      from those expressed or implied by these forward-looking statements.  The
      forward-looking statements made in this report relate only to events as of
      the date on which the statement is made.

                                       14
<PAGE>

                          EYE CARE INTERNATIONAL, INC.

                                    PART II


      Item 2.  Changes in Securities

      During the third quarter the Company issued 50,000 shares of common stock,
      at a price per share of $1.00, which totals 1,627,146 shares of common
      stock being issued during the first nine months of 2001 to accredited
      investors, and all at a $0.4375 per share price, except for the shares
      issued at $1 per share during the third quarter.  In addition, the Company
      issued 1,662,146 five-year warrants to these investors on the basis of one
      warrant for each share of stock purchased.  Each of these warrants may be
      converted into one share of common stock at an exercise price of $0.50 per
      share.

      These transactions were exempt from the registration requirements of the
      Securities Act under Section 4 (2) of the Securities Act and Rule 506 of
      Registration D.  There were underwriter fees involved in these
      transactions, but no underwriting discounts paid in connection with these
      transactions.  The purchasers in each transaction represented their
      intention to acquire the securities for investment only and not with a
      view to or offer for sale ion connection with any distribution of the
      securities and appropriate legends were affixed to the certificates for
      the securities issued in such transactions.  All purchasers of securities
      in these transactions had adequate access to information about the Company
      and were sophisticated investors.


      Exhibit 6.  Exhibits and Reports on Form 8-K

                  (a) Exhibits

                      Exhibit No.       Exhibit

                        10.9            Network Service Agreement with Motivano

                        10.10           Agreement for Services with
                                        1stinhealth.com, Inc.

                  (b) Reports on Form 8-K

                      None

                                       15
<PAGE>

                                   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.



                                                   EYE CARE INTERNATIONAL, INC.

      Date:  May 16, 2002
                                                     by:   /s/  James L. Koenig
                                       ----------------------------------------
                                       James L. Koenig, Chief Financial Officer

                                       16