<PAGE>

                      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, 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 September 1, 2001, the issuer had outstanding 13,122,060 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 - June 30, 2001.............   24

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

                  Consolidated Statements of Stockholders' Deficiency....    6

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

                  Notes to Consolidated Financial Statements -
                    June 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 six months ended June 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 six months ended June 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


                                                                June 30, 2001
                                                                -------------
                                                                  (Unaudited)
Current assets
     Cash                                                      $        1,037
     Accounts receivable                                               36,039
     Miscellaneous receivables and
       advances                                                       186,648
                                                               --------------

                                                               $      223,724
Fixed assets - net of accumulated
     depreciation                                                      19,905
Other assets
     Miscellaneous receivables and
       advances                                                $      253,332
                                                               --------------

          Total asssets                                        $      496,961
                                                               ==============


                 LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
     Accrued expenses and taxes payable                        $    1,319,326
     Deferred revenue                                                 306,146
     Notes payable                                                     81,500
                                                               --------------

                                                               $    1,706,972
                                                               --------------

Stockholders' deficiency
     Capital stock
     - 30,000,000 shares of $.001 par
         value common stock authorized:
         13,122,060 shares issued and outstanding                      13,122
     - 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                                                8,770,270
     Retained deficiency                                           (9,994,089)
                                                               --------------

                                                               $   (1,210,011)
                                                               --------------

          Total liabilities and
            stockholders' deficiency                           $      496,961
                                                               ==============


The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                         Year to Date June 30,                Quarter Ended June 30,
                                         ---------------------                ----------------------
                                           2001        2000                    2001           2000
                                           ----        ----                    ----           ----

                                                                             (Unaudited)
<S>                                    <C>          <C>                    <C>            <C>
Revenue
    Membership fees                    $  180,193   $    227,758           $    82,059    $  94,289
    Interest                                   --            713                    --          603
                                       ----------   ------------           -----------    ---------
                                          180,193        228,471           $    82,059       94,892


General and administrative expenses     1,004,307      1,343,401               418,584      717,145
Interest                                    3,030          2,000                 1,630        1,000
Depreciation and amortization              11,678         14,721                 4,907        7,361
                                       ----------   ------------           -----------    ---------

                                        1,019,015      1,360,122               425,121      725,506
                                       ----------   ------------           -----------    ---------

Net loss                               $ (838,822)  $ (1,131,651)          $  (343,062)   $(630,614)
                                       ==========   ============           ===========    =========

Average common shares outstanding      11,967,520      9,186,971            12,766,784    9,440,304
                                       ==========   ============           ===========    =========

Loss per share                         $    (0.07)  $     (0.12)           $    ( 0.03)   $   (0.07)
                                       ==========   ============           ===========    =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       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)
</TABLE>


The accompanying notes are an integral part of the financial statements.

                                       6
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                             Year to Date June 30,       Quarter Ended June 30,
                                             ---------------------       ----------------------
                                              2001         2000           2001            2000
                                              ----         ----           ----            ----

                                                                         (Unaudited)
<S>                                          <C>          <C>            <C>         <C>
Cash flow from operating activities

   Net loss                                   $(838,822) $(1,131,651)   $(343,062)   $(630,614)

Adjustment to reconcile net income
   to net cash provided by operating
   activities
   Depreciation and amortization                 11,678       14,721        4,907        7,361

Changes in operating assets and liabilities
   Decrease in accounts receivables              14,425      (25,239)       4,629       17,690
Increase or decrease in miscellaneous
      receivables and advances                  (60,730)     (50,519)     (35,008)     (24,911)
   Increase or decrease in deferred revenue     (13,101)      (8,549)     (27,703)      (7,439)
Increase or decrease in accrued expenses
      and taxes payable                         242,572      307,766      113,985      204,911
                                              ---------    ---------    ---------    ---------

Net cash used by operating activities          (643,978)    (893,471)    (282,252)    (433,002)

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

Cash flow from financing activities
   Payment of Notes                             (11,500)          --      (11,500)          --
   Proceeds from sale of capital stock          651,000      777,375      195,000      253,125
                                              ---------    ---------    ---------    ---------

Increase or decrease in cash                     (4,478)    (116,096)   $ (98,752)   $(179,877)

Cash - January 1,                                 5,515      129,482       99,789      193,263
                                              ---------    ---------    ---------    ---------
Cash - June 30,                               $   1,037    $  13,386    $   1,037    $  13,386
                                              =========    =========    =========    =========

Supplemental disclosures
   Interest paid                              $       0    $       0    $       0    $       0
                                              ---------    ---------    ---------    ---------

Income taxes paid                             $       0    $       0    $       0    $       0
                                              =========    =========    =========    =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            June 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 annual fees
           charged to participating physicians and user 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

                            June 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 six months of 2000, the Company issued 1,200,000
               warrants for the purchase of common stock. The exercise price of
               these warrants is $0.50 per share of common stock, and the
               warrants expire in 2005. During the first six months of 2001, the
               Company issued 1,577,146 warrants, including 422,857 during the
               second quarter of 2001. 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             4.3
                         Expected dividend yield                     0
                         Estimated fair market value of
                          underlying stock                       $0.18


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

<TABLE>
<CAPTION>
                                                                                        Weighted
                                                                                         Average
                                                                         Number         Exercise
                                                                       Of Shares         Price
                                                                       ---------      -----------
<S>                                                                    <C>            <C>
                         Warrants outstanding
                          December 31, 2000                            3,098,072         $0.64
                         Warrants granted                              1,577,146         $0.50
                         Warrants forfeited                             (422,500)        $1.47
                                                                      ----------

                         Warrants granted and outstanding
                          June 30, 2001                                4,252,718        $0.51
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                  Weighted
                                                                                  Average
                                                                                 Remaining
                                                    Exercise         Number     Contractual
                                                     Price         Of Shares       Life
                                                   ----------      ---------    -----------
<S>                                                <C>             <C>          <C>
                         1996 Stock Warrants         $1.00            10,000     0.20 years
                         1997 Stock Warrants         $1.00            50,000     0.83 years
                         2000 Stock Warrants         $0.50         2,615,572     4.06 years
                         2001 Stock Warrants         $0.50         1,577,146     4.72 years
                                                                   ---------

                                                                   4,252,718
                                                                   =========
</TABLE>

                                       9
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            June 30, 2001 and 2000

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

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

               As of June 30, 2001, the Company had reserved 4,252,718 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 second quarter of 2001 and 2000 were 12,766,784
               shares and 9,440,304 shares, respectively; and 11,967,520 shares
               and 9,186,971 shares, respectively for the six months ended June
               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 two stockholders in the amount of $81,500.
          The monies bear interest at the rate of 8% and are payable upon
          demand.

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

                            June 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:

                              2001                 $   96,523
                              2002                    100,992
                              2003                     42,855
                                                   ----------

                                                   $  240,370
                                                   ==========

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. 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 securities. Under the terms of the
          Letter, as amended, the securities to be offered in the private
          placement consist of the following: (a) $2,000,000 principal amount of
          promissory notes, (b) 2,000,000 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 comprising a $20,000
          principal amount of 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
          portions thereof, on a dollar-to-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
          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.

          Although there can be no assurances, management has no reason to
          believe this transaction will not be brought to a successful close.
          However, if the Company is unable to obtain the private placement, it
          may have to curtail or suspend operations.

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

Sales. Sales for the three months ended June 30, 2001 of $82,059 were about
$12,000 less than the $94,289 recorded for the same period in 2000. This
decrease was primarily due to the timing related to the revenue recognition
policy as discussed in Note B.2 (approximately $20,000 increase), reduced sales
by two multi-discount private labelers (approximately $16,000 decrease) who
market our vision plan as a component of their plans, and a general reduction of
approximately $16,000 in retail sales.

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
$418,584 were approximately $299,000 less than the $717,145 for the same period
last year. All components 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 $38,000; contract
labor by $39,000, commissions by $14,000, consulting/professional fees by
$67,000, printing and postage by $52,000 and business travel declined by
$80,000.

Payroll and contract labor declined because the company eliminated certain
positions which 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 declined primarily because of reduced sales coupled with the
variation in the mix of the commission structure related to the sales.

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 June 30, 2001 was
slightly higher than the comparative period for 2000 because of the increase in
notes payable.

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


Results of Operations

Six Months ended June 30, 2001 Compared to Six Months ended June 30, 2000.

Sales. Year-to-date sales of $180,193 were approximately $48,000 less than the
$228,471 recorded for the same period in 2000. This decrease was primarily due
to reduced sales of approximately $25,000 by two multi-discount private-labelers
that include our vision plan as a component of theirs, the loss of a retail
customer (approximately a $14,000 decrease) and a general decrease in other
retail sales, partially offset by the timing related to the revenue recognition
policy as discussed in Note B.2 (approximately a $4,000 increase), and the
addition of approximately $17,000 from two new private label multi-discount
plans marketing the company's plan as a component of theirs. Although revenue on
a per member basis is expected to decline as the company moves into its next
phase of its overall marketing strategy, overall sales, as well as net income on
a per member basis, is expected to increase. Revenues have declined each period
since 1997 for numerous reasons, including 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 multiproduct plans which included the Company's
vision plan. Management believes this trend will be reversed in late 2001 as
contracts with new wholesalers (who have large markets for the Company's vision
plan) are implemented.

Selling, General and Administrative Expenses. For the six months ended June 30,
2001 these expenses totaled $1,004,307, or about $340,000 less than the
$1,343,401 for the same period in 2000. The major components of Selling, General
and Administrative expenses

                                       12
<PAGE>

(G&A) are payroll, commissions, business travel, postage & printing, and
professional/ consulting fees. All of these components declined, 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 $19,000 from $530,731 in the first six months of 2000 to
$511,889 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 declined nearly $31,000 from $81,273 in 2000 to $50,684 for the
first six months of 2001 because of reduced sales and the variation in the mix
of the commission structure related to the sales.

Printing and postage for the six months ended June 30, 2001 of $129,375 was
nearly $76,000 less than the $107,892 for the first six 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 $100,635 for the first six months of 2001 were over $121,000
less than the $221,811 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 $62,389 for the first six months of 2001 were
nearly $112,000 less than the $174,277 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 six months ended June 30, 2001 was
slightly higher than the comparative period for 2000 because of the increase in
notes payable.

Depreciation and Amortization Expense. For the first six months of 2001
depreciation expense of $11,678 was about $3,000 less than the $14,721 for the
same period in 2000 because the company made no additions to depreciable assets
in the last eighteen months and because some of the existing depreciable assets
have been fully depreciated.

Other assets - miscellaneous reveivables and advances. This amount includes
non-current advances to current and former independent agents and employees,
which amounts are to be either repaid to the Company or deducted from amounts
owed by the Company to the individuals. Although management has no reason to
believe these amounts will not be collected or netted against amounts owed, it
does review the status of the collectibility of the amounts.

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 $.7 million
and $.9 million during the first six 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 six months of 2001and 2000, the Company raised nearly $.7
million and $.8 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. The Company issued 550 shares of Series A
convertible preferred stock at a price of $1,000 per share during the first
quarter of 2000 and 685,714 shares of Series B convertible preferred stock at a
per share price of $.4375 during the second quarter of 2000. Each of the Series
A preferred shares may be converted into 2,000 shares of common stock and each
of the Series B preferred shares may be converted into one share of common
stock.

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.
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. Thus, the placement agent
has not commenced its activities in connection with the Company's Private
Placement. Although there can be no assurances when or if the Change of Control
application will be approved, the Company believes Thomas Fletcher & Co.,
Inc.'s Change of Control Application will be processed to a successful
completion.

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<PAGE>

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.
As a result of these activities, the Company has already contracted in excess of
$40,000 in revenues from new clients which the Company expects to receive yet in
September. Further, in addition to the Company's existing customer base, the
Company expects additional sales to new retail clients to exceed $100,000 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, to the extent of nearly $200,000 since the
end of the second quarter of 2001 and a commitment for another $200,000. 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. Although there can be no assurances 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 has
received a Letter of Intent from a placement agent for the private placement of
$2.5 million of debt and equity in the Company. Although there can be no
assurances, Management believes this event, coupled with the other events
discussed in the Liquidity and Capital Resources section above, eliminates much
of the uncertainty of the Company as a going 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 second quarter the Company issued 422,858 shares of common stock, at
a price per share of $.4375, which totals 1,577,146 shares of common stock being
issued during the first six months of 2001 to accredited investors, and all at a
$0.4375 per share price. In addition, the Company issued to these investors
five-year warrants 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

                     None

            (b)      Reports on Form 8-K

                     None

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<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:  November 2, 2001
                                                   by:   /s/  James L. Koenig
                                     ----------------------------------------
                                     James L. Koenig, Chief Financial Officer

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