<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 March 31, 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 May 1, 2001, the issuer had 12,870,620 shares of common stock, $.001 par
value Outstanding.
<PAGE>

                         EYE CARE INTERNATIONAL, INC.
                                     Index

                                                                            Page
                                                                            ----

Part I.  Financial Information ........................................        1

Item 1.  Consolidated Financial Statements (Unaudited)

         Consolidated Balance Sheet - March 31, 2001 ..................        2

         Consolidated Statements of Income - Three Months Ended
          March 31, 2001 and 2000 .....................................        3

         Consolidated Statements of Stockholders' Deficiency ..........        4

         Consolidated Statements of Cash Flows - Three Months
          Months Ended March 31, 2001 and 2000 ........................        5

         Notes to Consolidated Financial Statements - March 31, 2001 ..        6

Item 2.  Management's Discussion and Analysis or Plan of Operation ....       10

Part II. Other Information ............................................       10

Item 2.  Changes in Securities ........................................       11

Item 6.  Exhibits and Reports on Form 8-K .............................       11

Signatures ............................................................       12

                                       i
<PAGE>

                         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 ended March 31, 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 ended March 31, 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 10KSB for the year ended December 31, 2000.
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEET



                                    ASSETS



                                                       March 31, 2001
                                                       --------------
                                                         (Unaudited)
Current assets
  Cash                                                 $     99,789
  Accounts receivable                                        40,668
  Miscellaneous receivables and
   advances                                                 179,432
                                                       ------------

                                                       $    319,889
Fixed assets - net of accumulated
  depreciation                                               24,812
Other assets
  Miscellaneous receivables and advances                    225,541
                                                       ------------

      Total asssets                                    $    570,242
                                                       ============

                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
  Accrued expenses and taxes payable                   $  1,205,342
  Deferred revenue                                          333,849
  Notes payable                                              93,000
                                                       ------------

                                                       $  1,632,191
                                                       ------------
Stockholders' deficiency
  Capital stock
  - 30,000,000 shares of $.001 par
     value common stock authorized:
     12,676,350 shares issued and outstanding                12,676
  - 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                                         8,575,715
  Retained deficiency                                    (9,651,027)
                                                       ------------

                                                       $ (1,061,949)
                                                       ------------
      Total liabilities and
       stockholders' deficiency                        $    570,242
                                                       ============


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


                                       4
<PAGE>

                 EYE CARE INTERNATIIONAL, INC. AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF INCOME


                                       For the Quarter Ended March 31,
                                             2001            2000
                                             ----            ----

                                                 (Unaudited)
Revenue
  Membership fees                        $     98,134    $  133,470
  Interest                                         --           170
                                         ------------    ----------
                                         $     98,134    $  133,640

General and administrative expenses           585,723       626,315
Interest                                        1,400         1,000
Depreciation and amortization                   6,771         7,361
                                         ------------    ----------
                                              593,894       634,676
                                         ------------    ----------
Net loss                                 $   (495,760)   $ (501,036)
                                         ============    ==========
Average common shares outstanding          11,548,186     9,041,971
                                         ============    ==========
Loss per share                           $     ( 0.04)   $   ( 0.06)
                                         ============    ==========


             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, 1999          $ 9,010                1       $6, 787,245       $(7,206,833)          $  (410,577)

Net Income/(Loss)                       --               --                --       $(1,948,434)          $(1,948,434)
Issuance of Capital Stock          $ 2,351           $  686       $1, 333,786                --           $ 1,336,823
                                                                                                          -----------

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)
</TABLE>

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

                                       6
<PAGE>

                 EYE CARE INTERNATIIONAL, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                   For the Quarter Ended March 31,
                                                       2001         2000
                                                       ----         ----
<S>                                                  <C>          <C>
                                                           (Unaudited)
Cash flow from operating activities

 Net loss                                            $(495,760)   $(501,036)

Adjustment to reconcile net income
 to net cash provided by operating activities
 Depreciation and amortization                           6,771        7,361

Changes in operating assets and liabilities
 Decrease in accounts receivables                        9,796      (42,929)
 Increase or increase in miscellaneous
   receivables and advances                            (25,722)     (25,607)
 Increase or decrease in deferred revenue               14,602       (1,111)
 Increase or decrease in accrued expenses
   and taxes payable                                   128,587      102,854
                                                     ---------   ----------
Net cash used by operating activities                 (361,726)    (460,468)

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

Cash flow from financing activities
 Proceeds from sale of capital stock                   456,000      524,250
                                                     ---------   ----------
Increase or decrease in cash                         $  94,274    $  63,782

Cash - January 1,                                        5,515      129,482
                                                     ---------   ----------
Cash - December 31,                                  $  99,789    $ 193,264
                                                     =========    =========
Supplemental disclosures
 Interest paid                                               0            0
                                                     ---------   ----------
Income taxes paid                                            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

                            March 31, 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.

                                       6
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            March 31, 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 quarter of 2000, the Company issued no warrants
               for the purchase of common stock. During the first quarter of
               2001, the Company issued 1,154,289 warrants. The exercise price
               of these warrants is $0.50 per share of common stock and the
               warrants expire in 2006.

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

                                                            2001
                                                            ----

                    Expected years until exercise            4.4
                    Expected dividend yield                    0
                    Estimated fair market value of
                      underlying stock                     $0.17


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

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

                    Warrants outstanding
                     December 31, 2000                  3,098,072   $0.64
                    Warrants granted                    1,154,289   $0.50
                    Warrants forfeited                   (422,500)  $1.47
                                                        ---------

                    Warrants granted and outstanding
                     March 31, 2001                     3,829,861   $0.51


         The following table summarizes the status of warrants outstanding at
         March 31, 2001:

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

                    1996 Stock Warrants        $1.00       10,000  0.45 years
                    1997 Stock Warrants        $1.00       50,000  1.08 years
                    2000 Stock Warrants        $0.50    2,615,572  4.31 years
                    2001 Stock Warrants        $0.50    1,154,289  4.91 years
                                                        ---------
                                                        3,829,861
                                                        =========

                                       7
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            March 31, 2001 and 2000

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

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

               As of March 31, 2001, the Company had reserved 3,829,861 shares
               of common stock for issuance under stock warrants issued and
               outstanding.

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

               In late 1999, the Company issued 495 shares of Series A
               convertible preferred stock at a price of $1,000 per share. In
               early 2000, the Company issued an additional 550 shares of Series
               A convertible preferred stock. 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 first quarter of 2001 and 2000 were 11,548,186
               shares and 9,041,971 shares, respectively. 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 $93,000.
          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.

                                       8
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            March 31, 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 March 31, 2001 Compared to Three Months ended March 31, 2000.

Sales. Sales for the three months ended March 31, 2001 of $98,134 were about
$35,000 less than the $133,470 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 $16,000) and the loss of a
retail customer (approximately $16,000). 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. 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
$585,723 were approximately $41,000 less than the $626,315 for the same period
last year. While all other expenses remained relatively level for the
comparative periods, business travel declined by nearly $40,000 as the company
made a concerted effort to reduce such costs.

Interest Expense. Interest expense for the three months ended March 31, 2001
were only 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 March 31, 2001, depreciation
declined slightly due to some of the depreciable assets being fully depreciated.

Other assets - miscellaneous receivables 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 $.4 million
and $.5 million during the first three 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 three months of 2001and 2000, the Company raised nearly $.5
million through financing activities, primarily the sale of common stock in 2001
and the sale of preferred and common stock in 2000. In the first quarter of
2001, the Company issued 1,315,431 shares of common stock. 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. Each of these preferred shares may be
converted into 2,000 shares of common stock. The funds from these activities
were used to meet general operating expenditures.

Note F to our audited financials for the year ended December 31, 2000, expresses
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 securities firm, to act as the Company's placement agent
for the private placement of up to $2.5 million of debt and equity. Following
the execution of the Letter, counsel for the Company commenced the preparation
of a private placement memorandum. Pending the closing of the private placement,
sales of the Company's product and some of the Company's existing accredited
investors have continued to financially support the Company's business
activities. This support is necessary for the Company's continued operations.
Although there can be no assurances, management has no reason to believe that
such support will not continue. However, if the Company is unable to obtain the
private placement, or maintain it 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 that the private placement will be brought to a successful closing,
management believes this event 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.

                                       12
<PAGE>

                                    PART II


Item 2.  Changes in Securities

During the first quarter of 2001, the Company issued an aggregate of 1,315,431
shares of common stock to accredited investors. The issue price for shares sold
was $.4375 per share.

During the first quarter of 2000, the Company sold an aggregate of 550 shares of
Series A Convertible Preferred Stock to accredited investors for a total
purchase price of $550,000 ($1,000 per share). Each share may be converted into
2,000 shares of common stock.

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



                                       11
<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



                                       14