<PAGE>

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

                                  FORM 10-QSB/A

                                 Amendment No. 1

[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934
For the quarterly period ended June 30, 2002

[_]  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______
    -

As of August 1, 2002, the issuer had outstanding 13,357,060 shares of common
stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes _____   No  X
                                                               -

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                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY
                                   FORM 10-QSB
                                      INDEX

<TABLE>
<S>                                                            <C>
PART 1   FINANCIAL INFORMATION

ITEM 1   CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

         BALANCE SHEET - JUNE 30, 2002                          3

         STATEMENT OF OPERATIONS - For the Six and
           Three Months ended June 30, 2002 and 2001            4

         STATEMENT OF CASH FLOWS - For the Six Months
           ended June 30, 2002 and 2001                         5

         NOTES TO FINANCIAL STATEMENTS                          6

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS
           OF OPERATIONS                                        8

PART II  OTHER INFORMATION

ITEM 2   CHANGES IN SECURITIES                                 11

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K                      11

SIGNATURES                                                     12

SECTION 906 CERTIFICATION                                      13
</TABLE>

                                       2

<PAGE>

                          PART I: FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2002

<TABLE>
<S>                                                                                      <C>
ASSETS
Current assets
        Cash                                                                             $    10,933
        Accounts receivable - net of allowance for doubtful accounts of $25,000 in 2002       29,747
        Prepaid interest                                                                      25,801
        Due from stockholder/officers                                                        346,928
        Other current assets                                                                  25,000
                                                                                         -----------

                 Total current assets                                                        438,409

Fixed assets                                                                                   8,820
Deferred offering costs                                                                       86,335
                                                                                         -----------

                 Total assets                                                               $533,564
                                                                                         ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
        Notes and loans payable                                                          $ 1,208,000
        Accrued expenses and taxes payable                                                   775,241
        Deferred compensation                                                                751,668
        Deferred revenue                                                                     165,156
                                                                                         -----------

                 Total current liabilities                                                 2,900,065
                                                                                         -----------

STOCKHOLDERS' DEFICIT
Preferred Stock, $.001 par value, authorized 10,000,000 shares
    Series A convertible preferred stock;
        authorized: 1,500 shares; issued and outstanding: 745 shares                               1
        (aggregate liquidation value: $745,000)
    Series B 6% cumulative convertible preferred stock;
        authorized, issued and outstanding: 685,715 shares
        (aggregate liquidation value: $376,407)                                                  686
Common stock $.001 par value; authorized: 30,000,000 shares;
    issued and outstanding 13,357,060                                                         13,357
Additional paid-in capital                                                                 8,985,997
Accumulated deficit                                                                      (11,366,542)
                                                                                         -----------

                 Total stockholders' deficit                                              (2,366,501)
                                                                                         -----------

                 Total liabilities and stockholders' deficit                             $   533,564
                                                                                         ===========
</TABLE>

 See notes to consolidated financial statements

                                       3

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                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                       Six Months Ended June 30,          Three Months Ended June 30,
                                      --------------------------          ---------------------------
                                          2002           2001                  2002          2001
                                          ----           ----                  ----          ----

<S>                                   <C>             <C>                  <C>           <C>
Revenues
     Membership fees                  $   146,738     $  180,193           $    74,178   $    82,059
                                      -----------     ----------           -----------   -----------

Selling, General and administrative
   expenses                               594,523      1,004,307               212,965       418,584
Depreciation                                4,957         11,678                 2,410         4,907
Interest                                   55,912          3,030                33,207         1,630
                                      -----------     ----------           -----------   -----------

     Total expenses                       655,392      1,019,015               248,582       425,121
                                      -----------     ----------           -----------   -----------

     Net loss                            (508,654)      (838,822)             (174,404)     (343,062)

Dividends attributable to preferred
   shareholders                             9,000          9,000                 4,500         4,500
                                      -----------     ----------           -----------   -----------

Loss attributable to common
   shareholders                       $  (517,654)    $ (847,822)          $  (178,904)  $  (347,562)
                                      ===========     ==========           ===========   ===========

Weighted average common shares
     outstanding                       13,281,646     11,967,520            13,342,225    12,766,784
                                      ===========     ==========           ===========   ===========

Basic loss per common share           $     (0.04)    $    (0.07)          $     (0.01)  $     (0.03)
                                      ===========     ==========           ===========   ===========
</TABLE>

See notes to consolidated financial statements

                                       4

<PAGE>

                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      Year to Date June 30,
                                                      ---------------------
                                                        2002          2001
                                                        ----          ----

Cash flow from operating activities
  Net loss                                          $ (508,654)   $ (838,822)

Adjustment to reconcile net loss to net
  cash used in operating activities
  Bad debts                                                           22,000
  Depreciation                                           4,957        11,678
Increase (decrease) in cash
    Accounts receivables                                (7,853)       (7,575)
    Prepaid interest                                    (1,907)
    Other current assets and other assets                             21,950
    Accounts payable and accrued expenses             (156,983)      110,526
    Deferred compensation                              204,707       132,046
    Deferred revenue                                   (21,341)      (13,101)
                                                    ----------    ----------

Net cash used by operating activities                 (487,074)     (561,298)
                                                    ----------    ----------

Cash flow from investing activities
  Increase in due from stockholders/officers           (30,225)      (82,680)
                                                    ----------    ----------

Cash flow from financing activities
  Proceeds from sales of common stock (net
    of expenses of $39,000 in 2001)                     50,000       651,000
  Payments of notes and loans payable                                (11,500)
  Proceeds from notes and loans payable                469,538
                                                    ----------    ----------

Net cash provided by financing activities              519,538       639,500

Increase (decrease) in cash                              2,239        (4,478)

Cash - January 1,                                        8,694         5,515
                                                    ----------    ----------

Cash - June 30,                                     $   10,933    $    1,037
                                                    ==========    ==========

Supplemental disclosures
  Interest paid                                     $    8,111          None
                                                    ==========    ==========



See notes to consolidated financial statements

                                       5

<PAGE>

                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. NATURE OF OPERATIONS

Eye Care International, Inc. and Subsidiary (Company) market vision care benefit
plans and enhancements to plans provided by others. The Company's benefit plans
and plan enhancements provide its member and those of its plan sponsors
(employers, associations, and other organizations) the opportunity to obtain
discounted eye care services and products from the Company's national network of
ophthalmic physicians, optometrists, eyewear suppliers, etc.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. 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
only of normal recurring accruals) considered necessary for a fair presentation
of the consolidated financial position, results of operations and cash flows for
the interim periods presented have been included. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements of Eye Care International, Inc. together with Management's Discussion
and Analysis included in the Company's Form 10-KSB for the year ended December
31, 2001. Interim results are not necessarily indicative of the results for a
full year.

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.

3. NET LOSS PER COMMON SHARE

Basic net loss per common share was computed based on the weighted average
number of common shares outstanding during the period. Dilutive net loss per
share has not been presented because it was anti-dilutive.

4. NOTES PAYABLE

During the six months ended June 30, 2002, the Company borrowed $469,538 from
stockholders and others, payable through June 2003, with interest ranging up to
12%, per annum. During the six months ended June 30,2002, the Company also
issued 5,000 shares of Class A common stock and warrants to purchase 422,000
shares of Class A common stock in exchange for additional interest for below
market interest on these notes payable, and allocated the aggregate fair values
of $27,538 to additional paid-in capital. The warrants are exercisable at
various prices (weighted average price of $0.44), per common share, through June
2007.

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5. COMMON STOCK

During the six months ended June 30, 2002, the Company sold 150,000 shares of
Class A common stock together with warrants to purchase 75,000 shares of Class A
common stock, exercisable at various prices (weighted average price of $0.05),
per common share, through June 2007, for $50,000.

During the six months ended June 30, 2002, 50,000 warrants expired.

6. SUBSEQUENT EVENTS

Subsequent to June 30, 2002, the Company borrowed an aggregate of $22,000 from
stockholders and others, with interest rates ranging up to 12%, per annum. In
connection with these notes, the Company issued warrants to purchase 10,000
shares of Class A common stock as additional interest. Each warrant is
exercisable at $0.01, per common share, for five years.

                                       7

<PAGE>

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

Results of Operations

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001.

Revenues. Memberships in the Company's program are sold primarily through
independent agents and employee benefit consulting firms either directly to the
employer, or to the employees through the employer's open enrollment process for
benefits. Some sales are made by the Company soliciting enrollments of members
of affinity groups with whom the Company has made arrangements to do so. Other
sales are made through other companies that market multi-discount cards (such as
combining dental and prescription with vision) to the general public, employers
and affinity groups.

Sales for the six months ended June 30, 2002, were $146,738, nearly $33,000 less
than the prior year primarily because of the loss of two companies, later in the
year 2001, who marketed the company's vision plan as part of their
multi-discount plans, and the commencement of the Company's two-year and
three-year memberships with significant reductions in the fee for the second and
third years. Because of the introduction of two and three year memberships at
reduced rates, less revenue is recognized on a monthly basis than under a
one-year membership. Management believes this trend of declining revenues will
reverse as new contracts with wholesale clients (private label marketers who
have large markets for the Company's vision plan) are signed and implemented.
The Company has contracted with some wholesalers and implementation should begin
in the near future. Although revenue on a per member basis is expected to
decline as the Company moves into this next phase of its overall marketing
strategy (primarily wholesale sales rather than retail), overall sales as well
as net income, are expected to increase.

Selling, General and Administrative Expenses. The major components of selling,
general and administrative expenses (SG&A) are payroll, commissions, business
travel, postage and printing, and professional/consulting fees. During the
quarter, upon settlements of amounts due with various vendors, we wrote off
accrued expenses of $205,297, reducing expenses during the quarter as follows:
business travel ($34,682), printing ($27,088), payroll-related expenses
($23,308), professional/consulting fees ($70,565), commissions ($24,722) and
other expenses ($24,932). A schedule for the SG&A expenses for the six months
ended June 30, 2002 (including the effects of the items written-off), as
compared to the same period in 2001, is presented below.

                                            2002          2001         Change
                                            ----          ----         ------

          Payroll & Related Expense      $  457,169    $  514,891    $  (57,722)
          Commissions                         4,867        50,684       (45,817)
          Business Travel                    29,396        91,493       (62,097)
          Postage & Printing                 (7,789)       29,376       (37,165)
          Professional/Consulting Fees        9,751        73,350       (63,599)
          Other Expenses                    101,129       244,513      (143,384)
                                         ----------    ----------    ----------
            Total SG&A                   $  594,523    $1,004,307    $ (409,784)
                                         ==========    ==========    ==========

SG&A expenses for the six months ended June 30, 2002 declined by nearly
$410,000, including the write-offs discussed above, from the same period in
2001.

Payroll and related expenses declined almost $58,000 because of the $23,000 of
write-offs discussed above and because the Company eliminated certain positions
since its manpower requirements temporarily declined due to the Company entering
into the next phase of its marketing strategy. As the strategy develops,
additional employees will be needed.

Commission expense decreased nearly $46,000 primarily because of the $25,000 of
write-offs discussed above, reduced sales and an increase in non-commissioned
sales.

Business travel decreased approximately $62,000 because of the $34,000 of
write-offs discussed above and 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.

Postage and printing declined by more than $37,000 because of the $27,000 of
write-offs discussed

                                       8

<PAGE>

above combined with the fact that the Company had sufficient inventory levels of
marketing materials to accomplish its sales. Less marketing and fulfillment
materials will be needed in the future because the company has entered into the
next phase of its marketing strategy, whereby the clients will be responsible
for such materials.

Professional/consulting expenses decreased $63,000 because of the $70,000 of
write-offs discussed above.

Other Expenses decreased about $143,000 primarily because of the $25,000 of
write-offs discussed above, a $82,000 reduction in contracted labor, which
the Company had used in prior years before the Company entered into the next
phase of its marketing strategy, and because of a bad debt write-off of nearly
$22,000 in 2001.

Interest Expense. For the six months ended June 30 2002, interest expense of
$55,912 increased more than $52,000 over the same period of 2001 as the Company
issued additional interest bearing notes in late 2001 and the first half of 2002
and issued warrants in exchange for additional interest

Depreciation and Amortization Expense. Since no major depreciable assets were
added during the first half of 2002 and the year 2001, depreciation expense of
$4,957 was nearly $7,000 lower than in 2001 as certain assets became fully
depreciated.

Current Assets - Due From Stockholders/Officers. These accounts include advances
to current and former employees/officers primarily the CEO and CFO. The Company
has advanced amounts through June 30, 2002 to assist them as they have been
deferring a large portion of their compensation. Commencing in early 2001, the
Company began negotiating the terms of a private placement which includes the
conversion of the deferred compensation into units. Therefore, any change in the
current arrangement could have had a negative effect on the private placement.
Assuming the private placement is successful, the shareholders/officers will
then consider offsetting their loans to the extent of the remaining deferred
compensation and will work on a method of extinguishing the remaining portion of
the loans. If unsuccessful, the stockholders/officers will consider offsetting
the entire amount. It is anticipated that the private placement will be
completed and the loans will be resolved prior to the filing of the third
quarter Form 10QSB. Current year activity for these receivables is shown below.

         Balance December 31, 2001            $   316,703
         Additional loans and advances             30,225
                                              -----------

         Balance June 30, 2002                $   346,928
                                              ===========

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

Liquidity and Capital Resources

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

The Company used cash for operating activities of approximately $487,000 during
the first six months of 2002 and $561,000 during the first half of 2001,
primarily for payroll and related expenses, business travel,
professional/consulting fees and rent.

During the first six months of 2002 and 2001 the Company raised about $520,000
and $640,000, respectively, through financing activities, primarily through the
issuance of notes in 2002 and the sale of common stock in the first half of
2001.

The Report of the Independent Accountants to our audited financial statements
for the year ended December 31, 2001, expresses uncertainty as to our ability to
continue as a "going concern". The Company has commenced a private offering, on
a best efforts basis, of a minimum of $1,000,000 (40 units) and a maximum of
$2,500,000 (100 units). Each unit includes $20,000 principal amount of 11%
senior promissory notes due December 31, 2004, plus 15,000 shares of common
stock and 5,000 warrants. Each warrant, which may be exercised for a period of
five years from the date of issuance, may be used to purchase one share of
common stock at an exercise price of $1.00 per share. The units are being
offered only to accredited investors through a New York based securities firm as
placement agent. In addition, upon the sale of the minimum amount of units,
$1,063,000 principal amount of short-term promissory notes, all outstanding
shares of preferred stock and all deferred compensation payable as of March 31,
2002, will be exchanged for additional units. We cannot assure you when or if we
will receive funds from the sale of units. Unless we are able to obtain
financing from the sale of units of the Private Placement or otherwise, or
generate meaningful revenues from our operations, we may have to curtail or
suspend operations.

                                       9

<PAGE>

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 statements are made.

                                       10

<PAGE>

PART II: OTHER INFORMATION

Item 2.  Changes in Securities

During the first six months of 2002, the Company issued an aggregate of 150,000
shares of common stock, together with warrants to purchase 75,000 shares of
Class A common stock, to an accredited investor. The warrants are exercisable at
$1.00 per share through June 2007.

During the first six months of, 2002, the Company issued a total of $469,538
principal amount of short-term promissory notes to stockholders and others,
payable through June 2003, with interest ranging up to 12%, per annum. In
connection with the sale of these Notes, the Company issued 5,000 shares of
Class A common stock and warrants to purchase 422,000 shares of Class A common
stock in exchange for additional interest on these notes. These warrants are
exercisable at various prices (weighted average price of $0.44) per common share
through June 2007.

These transactions were exempt from the registration requirements of the
Securities Act under Section 4 (2) of the Securities Act. The purchasers in each
transaction represented their intent to acquire the securities for investment
only and not with a view to or offer for sale in 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.

Item 6.  Exhibits and Reports on Form 8-K
            (a)  Exhibits

                 99 Section 302 Certifications
                 99 Section 906 Certifications

            (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:  September 20, 2002

                                                  by: /s/ James L. Koenig
                                             -----------------------------------
                                             James L. Koenig, Chief Financial
                                             Officer

                                       12