Table of Contents

U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549

FORM
10-QSB/A

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 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.

Yes      X     No

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

Transitional Small Business Disclosure Format: Yes     
      No
X



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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


See notes to financial statements

3

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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

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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
     
     213,828Net 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 reached an agreement to make the acquisition of two companies in June
2004 in exchange for cash, notes payable and common stock. Immediately after
signing the agreements, discussions began whereby the Company would rescind the
agreements. Since management believed the acquisitions would 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 $1,627,742
from 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
from 11 accredited investors a total of $366,333 of three-year mandatory
convertible debt, which bears interest at the rate of 7 percent per annum. 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.

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.

6

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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 31
     2003
|------------------------------------------- | ----------- | ---------------------
|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 $19,997,591.

During the six month period ended
June 30, 2004, the Company entered into various agreements with financial and business
consultants (including Jana Corporation, OmniFirst Capital, May Davis Group and Fordham
Financial Management) to assist in furthering its financial and business plan, including
the expansion of its business. The consultants were 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,
in the aggregate, approximately 5.7 million warrants which 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 the
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.  The
Company and Fordham Financial have agreed that Fordham will return any stock previously
issued to them if they do not produce any acceptable equity financings within a specified
period of time.

As a result of the agreement with
Jana Corporation, the Company has signed a contract with Benelux Capital S.A. to
identify viable synergistic acquisitions. Jana was also instrumental in negotiating
the Companys October 2004 acquisition of the PhotoScreener, which
is a camera especially designed for the detection of vision disorders in young and
preverbal children, and which will immediately produce revenue for the Company.

OmniFirst Capital was instrumental
in identifying and assisting in the June 2004 acquisition of LBI Brokerage, which
has already contributed revenues to the Company and for providing access to Flagship,
the healthcare arm of MBNA.  The Company is in well advanced stages of contract
negotiation to provide the vision benefit to Flagship member.

As previously reported, the Company
had entered into an agreement with Zatoon Ventures Limited for a $3 million equity
line, which the Company allowed to expire without any liability. 
Prior to the expiration of the agreement, the Company had issued 25,000 shares
of its restricted common stock to Zatoon.

7

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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.

Note G:
Subsequent Events

In March 2004, the Company entered
into an agreement with Zatoon Ventures Limited (Zatoon) whereby Zatoon would provide
financing to the Company of up to $3,000,000 through purchase of the Companys
common A stock.  The Company allowed this agreement to expire without any liability
to the Company.  Prior to the expiration of the agreement, the
Company had issued 25,000 shares of its restricted common stock to Zatoon.

The Company had entered into a financing
agreement in November 2003 with Fordham Financial (Fordham) to provide equity financing
and other consulting services.  In October the Company and Fordham Financial
agreed that Fordham will return any stock previously issued to them if they do not
produce any acceptable equity financings within a specified period of time.

During the third quarter of 2004 the
Company had issued approximately 1.9 million shares of common stock (as of August
31), 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, through
the efforts of Jana Corporation, raised a total of $602,000 from the sale to
Victus Capital Master Fund and Vicis Capital, LP of
86 shares ($7,000 per share) of mandatory convertible Series C, 6% cumulative, preferred stock, par
value $0.001 per share and 400,000 five-year warrants to purchase Class A common
stock at $2.40 per share, the closing bid price of the Company's common stock on
August 2, 2004. 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.As
part of the agreements with these two entities, the Company agreed to register shares
which are issuable upon the conversion of the warrants and the Series C Convertible
Preferred Stock.  In addition, for each share of Series C Convertible
Preferred Stock purchased the purchaser has the right to purchase up to 1% of the
issuances of equity securities issued under subsequent funding transactions.

The Company reached an agreement to
make the acquisition of Self-Funded Alternatives (SFA) and LBI Brokerage 
in June 2004 in exchange for cash, notes payable and common stock. 
Immediately after signing the agreements, discussions began whereby the Company
would rescind the agreements.  In September, SFA returned all stock
and substantially all of the cash received from the Company, but SFA will be permitted
to distribute the Companys vision plan.  The second agreement,
for the acquisition of LBI Brokerage was completed in July after significant modifications
were made to the agreement.

In October 2004 the Company acquired
the technology and patent rights for the PhotoScreener,  a camera
especially designed to detect vision disorders in young and preverbal children. 
The technology/patent rights were acquired from the Feakins Howson Partnership
(Sellers), a Pennsylvania partnership, for the immediate issuance of 187,500 shares
of the Companys common stock and the issuance of 1,562,500 shares of the Companys
common stock one year from the closing date.  However, if the Company
elects to not issue the post-closing shares, Sellers have the right to have the technology
and patent rights reassigned to them.  In addition, the Company
agreed to issue 750,000 shares of its common stock to the Sellers for consulting
services to be provided by the Sellers.

8

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Item 2. Management's Discussion and Analysis of 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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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 agreements with financial and business
consultants (including Jana Corporation, OmniFirst Capital, May Davis Group and
Fordham Financial Management) to assist in furthering its financial and business
plan, including the expansion of its business. The consultants were 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, in the aggregate, approximately 5.7 million
warrants which 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 the 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. The Agreement between the Company and
Fordham Financial signed in October 2004 is contingent upon Fordham producing
acceptable equity financings within a specified period of time.  If Fordham
does not perform, any stock previously issued to them will be returned.

As a result of the agreement with
Jana Corporation, the Company has signed a contract with Benelux Capital S.A. to
identify viable synergistic acquisitions. Jana was also instrumental in negotiating
the Companys October 2004 acquisition of the PhotoScreener, a camera especially designed for the detection of vision disorders in young and
preverbal children, and which will immediately produce revenue for the Company.

OmniFirst Capital was instrumental
in identifying and assisting in the June 2004 acquisition of LBI Brokerage, which
has already contributed revenues to the Company; and for providing access to Flagship,
the healthcare arm of MBNA.  The Company is in well advanced stages
of contract negotiation to provide the vision benefit to Flagship members.

As previously reported, the Company
entered into an agreement with Zatoon Ventures Limited for a $3 million equity line,
which the Company allowed to expire without any liability. 
Prior to the expiration of the agreement, the Company had issued 25,000 shares
of its restricted common stock to Zatoon.

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,
|----------------------------------------- | -------------------------
|                                          |                          
|Net cash used by operating activities     |                          
|Net cash used by investing activities     |                          
|Net cash provided by financing activities |                          
|                                          |                 
|Net increase (decrease) in cash           |                          

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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.

During the third quarter of 2004 the
Company has issued approximately 1.9 million shares of common stock (as of August
31), 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.

The Company had entered into a financing
agreement in November 2003 with Fordham Financial (Fordham) to provide equity financing
and other consulting services.  In October the Company and Fordham Financial
agreed that Fordham will return any stock previously issued to them if they do not
produce any acceptable equity financings within a specified period of time.

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.

In August 2004, the Company, through
the efforts of Jana Corporation, raised at total of $602,000 from the sale to Victus
Capital Master Fund and Vicis Capital, L.P. of 86 shares ($7,000 per share) of mandatory
convertible Series C cumulative Preferred stock, par value of $0.001 per share and
400,000 five-year warrants to purchase Class A common stock at $2.40 per share, the
closing bid price of the Companys common stock on August 2, 2004. 
Each preferred share may be converted at any time until July 30, 2006 when
the conversion becomes mandatory.  At conversion, each share shall
have a value of $10,000 and shall be convertible into 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.

As part of the agreements with these
two entities, the Company agreed to register shares which are issuable upon the conversion
of the warrants and the Series C Convertible Preferred Stock.  In
addition, for each share of Series C Convertible Preferred Stock purchased, the purchaser
has the right to purchase up to 1% of the issuances of equity securities issued under
subsequent funding transactions.

The following sets forth the general
rights of the holders of the Series C Convertible Preferred Stock. The specific rights
of the holders are set forth in the Certificate of Designation of the Series C Mandatory
Convertible Preferred Stock filed with the Secretary of State of Delaware.

The holders of the Series C Preferred
Stock are entitled to receive dividends payable on the stated value of such Preferred
Stock at a rate of 6% per annum, which shall be cumulative, accrue daily from the
date of issuance and be due and payable on the first day of each calendar quarter. 
If a dividend date is not a business day, then the dividend shall be due and
payable on the business day immediately following such dividend date. 
Dividends shall be payable in cash or stock, at market price, at the Holders
option. No holder of Series C Preferred Stock will be entitled to vote on matters
as to which stockholders generally are entitled to vote.

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Each share of Series C Preferred Stock
shall be deemed to have a value of $10,000 and be convertible into such amount of
shares of ECI Class A common stock purchasable for $10,000 on the day of conversion
at the lesser of $2.88 or 75% of the lowest closing bid price during the 5 days immediately
prior to the conversion (the Conversion Price).

If any Preferred Share remains outstanding
on July 30, 2006, (the Maturity Date) the Company shall either (I) convert
such Preferred Share at the Conversion Rate as of the Maturity Date for such Preferred
Share without the holder of such Preferred Share being required to give a Conversion
Notice on such Maturity Date (a Maturity Date Mandatory Conversion),
or (II) redeem such Preferred Share for an amount in cash per Preferred Share (the
Maturity Date Redemption Price) equal to the Conversion Amount (a Maturity
Date Mandatory Redemption).

In addition, the Company has agreed
to file an SB-2 Registration Statement or other applicable registration statement
with the SEC to register that number of shares reasonably believed necessary, but
not less than 20,000 shares of Common Stock for each Series A Preferred Share, to
cover all common shares resulting from the exercise of the conversion rights of all
of the Series A Preferred shares being issued hereunder and all warrants reasonably
and foreseeably issuable hereunder (Initial Registration). If the closing
bid price of the Companys common stock falls below $1.00, the Company will
file an SB-2 or other applicable registration statement with the SEC to register
that number of shares reasonably believed necessary, but not less than an additional
20,000 shares of Common Stock for each Preferred Share, so reserved shall at no time
be less than are at any time convertible.

In October 2004 the Company acquired
the technology and patent rights for the PhotoScreener, a camera
especially designed to detect vision disorders in young and  preverbal children. 
The technology/patent rights were acquired from the Feakins Howson Partnership
(Sellers), a Pennsylvania partnership, for the immediate issuance of 187,500 shares
of the Companys common stock and the issuance of 1,562,500 shares of the Companys
common stock one year from the closing date.  However, if the Company
elects to not issue the post-closing shares, Sellers have the right to have the technology
and patent rights reassigned to them.  In addition, the Company
agreed to issue 750,000 shares of its common stock to the Sellers for consulting
services to be provided by the Sellers.

The Company reached an agreement to
make the acquisition of Self-Funded Alternatives (SFA) and LBI Brokerage in June
2004 in exchange for cash, notes payable and common stock.  Immediately
after signing the agreements, discussions began whereby the Company would rescind
the agreements.  In September, SFA returned all stock and substantially
all of the cash received from the Company, but SFA will be permitted to distribute
the Companys vision plan.  The second agreement, for the
acquisition of LBI Brokerage was completed in July after significant modifications
were made to the agreement.











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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.



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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:  October
     15, 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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