Table of Contents
**U.S. SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, DC20549**
**FORM 10-QSB**
(Mark One)

T

Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of1934For the quarterly period ended September 30, 2003
  
 ̈

Transition report under Section 13 or 15(d) of the Exchange ActFor thetransition period from ______ to ____________

**Commission file number 0-27889**
 
**EYE CARE INTERNATIONAL, INC.**

*(Exact name of registrant asspecified in its charter)*
Delaware
 
59-3206480

(State or Other Jurisdiction ofIncorporation or Organization)
 
(IRS EmployerIdentification No.)

1511 North Westshore Boulevard, Suite 925Tampa, Florida
 
33607

(Address of principal executive offices)
 
(Zip Code)

 

(813) 289-5552 

(Issuer’s Telephone Number Including Area Code)

Check whether the issuer: (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act during the past 12 months (or for such shorterperiod that the registrant was required to such reports, and (2) registrant wasrequired to file such reports, and (2) has been subject to such filingrequirements for the past 90 days.

Yes  þ  No  ̈

As of October 31, 2003, the issuer had outstanding 2,774,262 shares of commonstock, $.001 par value. 
Transitional Small Business DisclosureFormat:     Yes      ̈     No     T
**EYE CARE INTERNATIONAL, INC.**
**FORM 10-QSB**
**INDEX**

PART  I  FINANCIAL INFORMATION   
ITEM 1

FINANCIAL STATEMENTS
  
BALANCE SHEETS - September 30, 2003

3
  
STATEMENT OF OPERATIONS -For the Quarters and Nine Months ended September 30, 2003 and 2002

4
  
STATEMENT OF CASH FLOWS - For the Nine Months ended September 30, 2003 and 2002

5
  
NOTES TO FINANCIAL STATEMENTS

6
 
ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS
 
of Financial Condition and Results of Operations

9
   
PART II  OTHER INFORMATION
 
ITEM 1.    LEGAL PROCEEDINGS

11
 
ITEM 2.     CHANGES INSECURITIES

11

 

ITEM 3.    DEFAULTS UPONSENIOR SECURITIES

11

 

ITEM 4.     SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS

11
 
ITEM 6.     (a) EXHIBITS FILED:

11

                   (b) REPORTS ON FORM 8-K
 
SIGNATURES 

11

2
Table of Contents**PART I - FINANCIAL INFORMATION**
**  Item 1.**

**EYE CARE INTERNATIONAL, INC.  BALANCE SHEET (Unaudited)SEPTEMBER 30, 2003**
**ASSETS**
Current assets
  
       Cash

$

3,475 
       Accounts receivable
 
75,123 
       Non-trade receivables and employeereceivables
 
10,000  
       Prepaid interest and other current assets 
 -0- 
 
  
Total current assets
 
88,598 
 
  
       Loans and advances to stockholders andrelated parties (Note B)
 
129,271 
       Fixed assets (net of accumulateddepreciation)
 
5,744 
 
  
**Total assets**

$

223,614 
 
  
** LIABILITIES AND STOCKHOLDERS' DEFICIT **
   
Current liabilities
  
       Accounts payable

$

724,859 
       Short-term notes payable (NoteC)
 
3,153,950 
       Accrued expenses and payroll taxes
 
291,976 
       Deferred compensation (NoteD)
 
366,711 
       Deferred revenue
 
81,140 
 
  
Total current liabilities
$
4,618,636 
 
  
 
  Stockholder’s Equity and Accumulated Deficit  
Preferred stock, $.001 par value, authorized 10,000,000 shares
  
       Series A convertible preferred stock, authorized shares:  1,500               issued and outstanding:380 shares at Sept. 30, 2003.
 
1 
 
  
       Series B 6% cumulative convertible preferred stock:               authorized, issued and outstanding:zero at Sept. 30, 2003 (Note F)
 
-0- 
Common stock, $0.001 par value; authorized shares:  40,000,000;       issued and outstanding: 2,774,262 at Sept. 30, 2003 (Note E).
 
2,774 
Additional paid-in capital
 
8,370,028 
Accumulated deficit
 
(12,767,825)
 
  
Total stockholders’ equity and accumulated deficit
 
(4,395,022

 
  
**Total liabilities and stockholders’ deficit**

$

223,614
The accompanying notes are an integral part of the unaudited financial information.

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**PART I - FINANCIAL INFORMATION**

**EYE CARE INTERNATIONAL, INC.STATEMENTS OF OPERATIONS(Unaudited)**
  
**FOR THE THREE****MONTHS ENDED** 
**FOR THE NINE****MONTHS ENDED**
 
 
**Sept.  30****2003**

 
 
**Sept.  302002**

 
**Sept.  302003**

 
 
**Sept.  30****2002**

REVENUES
            
     Membership fees

$
32,085  
$
75,688 
$
130,002  
$
222,426 
     Endorsement fees & sales commissions
 
96   
-0- 
 
254,728   
-0- 
           
Total Net Revenue

$
32,181  
$
75,688 
$
384,730  
$
222,246            
EXPENSES
          
     Selling, general and administrative expenses
 
485,592   
407,335  
1,431,007   
1,207,156 
     Gain on cancellation of officers' deferred         Compensation and forgiveness ofaccount         Payable
 
0   
0  
(689,654)  
(205,297)
     Depreciation
 
0   
2,342  
4,231   
7,299 
     Interest and financial costs
 
67,981 
  
36,761 
 
187,453   
92,673            
Total Expenses
 
553,573   
446,438  
933,037   
1,101,831            
NET INCOME (LOSS)

$
(521,392) 
$
(370,750)
$
(548,307) 
$
(879,405)           
Dividends attributable to preferred stockholders
 
-0-   
4,500  
4,500   
13,500            
Income (Loss) attributable to common stockholders

$
(521,392) 
$
(375,250)
$
(552,807) 
$
(892,905)             
Basic earnings (loss) per common share (Note G)

 $
 (0.19) 
 $
 (0.14)
 $
 (0.20) 
 $
 (0.34)           
Weighted average number of shares outstanding (Note G)
 
 2,718,099   
 2,671,412  
 2,780,470   
 2,661,412 
The accompanying notes are an integral part of the unaudited financial information.

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**PART I - FINANCIAL INFORMATION**
**EYE CARE INTERNATIONAL, INC.STATEMENTS OF CASH FLOWS(Unaudited)**
 
**Nine****Months end Sept. 30** 
**2003**
 
**2002**

Cash flow from operating activities:
     
      Net income (loss)
$
(548,307) 
 
$
(879,405)
Adjustments to reconcile net income and (loss) tocash     provided or (used) in operating activities
     
     Decrease by non-cash additions to income:
     
               Write-offof deferred compensation (Note B)
 
(936,639)    
               Write-offof accounts payable
 
(112,000)  
 (205,297)
     Add non-cash charges to operations:
     
               Depreciation
 
4,231  
7,299 
               Forgivenessof officer’s loans receivable (Note B)
 
282,984    
               Taxliability on forgiven loans receivable (Note B)
 
76,000    
               Interestaccrued but not paid
 
168,586                   Non-cash legal expense 
 10,000    
     Changes in operating assets and liabilities:
     
               (Increase)decrease in accounts receivable
 
(57,403)  
( 8,036)
               (Increase)decrease in prepaid interest
     
10,973 
               Increase (decrease) in accounts payable
 
100,781   
112,751 
               Increase (decrease) in  accrued payroll taxes
 
( 9,200)  
 
               Increase (decrease) in net deferred revenue
 
( 7,063)  
( 64,913)
               Increase(decrease) in net deferred compensation
 
275,339 
  
 288,327 
      
Net cash (used) in operations

 $
(752,691)  $
738,301       
Cash flow from investing activities:
     
               Advancesto stockholders/officers
 
( 59,590)  
( 25,325)
               Purchase of computer equipment
 
( 5,841)  
        Net cash used in investing activities$
 (65,431)  $
 (25,325)      
Cash flow from financing activities:
     
               Proceedsfrom short-term borrowings
 $
743,500   $
711,038 
               Proceedsfrom sales of common stock
 
       
  
50,000 
      
Net cash provided by financing activities
 $
743,500   $
761,038       
Increase or (decrease) in cash

$
( 74,622) 
$
(2,588)      
Cash - January 01
 
78,097 
  
  8,694 
      
Cash - September 30

$
3,475  
$
6,106       
Supplemental disclosures
     
               Interestpaid

$
-0-  
$
8,798 
The accompanying notes are an integral part of the unaudited financial information.
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**PART I – FINANCIAL INFORMATION**

**EYE CARE INTERNATIONAL, INC.NOTES TO FINANCIAL STATEMENTS**

**(Unaudited)**

**Note A:  Basis of Presentation**

The accompanying interim financial statements are unaudited.  However,the information has been prepared by Eye Care International, Inc. (the Company) in accordance with accounting principals generallyaccepted in the United States of America for interim financial information, and in accordance with the instructions to Form 10-QSB,and Item 310(b) of Regulation S-B, of the Securities and Exchange Commission (SEC).  In the opinion of management, alladjustments (consisting of normal and recurring adjustments) considered necessary for a fair representation have beenincluded.  Financial results for the interim three and nine-month periods are not necessarily indicative of the results thatmay be expected for the year ending December 31, 2003.  This financial information should be read in conjunction with thefinancial statements and notes included with the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2002,and Quarterly Report on Form 10-QSB, for the quarters ended March 31, 2003 and June 30, 2003.

**Note B: Due From Stockholders, Officers and Related Parties**

As of Sept. 30, 2003 the total due from stockholders, officers, and related parties of$129,271 had decreased by $223,394 from December 31, 2002.  This was primarily attributable to the effects of the mutual debtforgiveness agreement completed in March 2003, and discussed in Note D.  The composition of this balance and change from the$352,665 balance reported at December 31, 2002 is accounted for as follows:
  
Total
Balance December31, 2002

$

352,665 
Forgiveness of debt (March 2003, see NoteC)     (282,984)Increase in loans to relatedparties 19,892     Increase in travel advances 39,698Balance Sept. 30,2003$    129,271
**Note C:  Short-term Notes Payable**

During the three month period ended Sept. 30, 2003, the Company borrowed$208,500 from six accredited investors.  For the nine month period, the total borrowed was $743,500.  These loans areevidenced by short-term notes, maturing within one year of date of issuance, and bear interest at rates of 10 to 12 percent. Associated with the issuance of these notes, warrants to purchase one share of Class A common stock for each Dollar borrowed, wereissued.  All of these warrants are exercisable at $0.01 per common share, for a period of five years from date of therespective notes.

Short-term notes payable also increased by an additional $664,950,representing the note given in exchange for the retirement of all of the Series B preferred stock and 300 shares of Series Apreferred stock (Note F).  The following table discloses detail of the change in notes payable between December 31, 2002, andSept. 30, 2003:
    Notes Payable at December 31, 2002$1,745,500
Notes issued during 3 months end March 31, 2003 175,000
Notes issued during 3 months end June 30, 2003 360,000
Notes issued during 3 months end Sept. 30, 2003 208,500
Note issued in exchange for cancellation of Series B preferred stock 664,950Notes Payable at Sept. 30, 2003$3,153,950
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**Note D: Deferred Compensation**

As more fully discussed in the Company’s Quarterly Report on Form 10-QSB filed forthe period ending March 31, 2003, the Company and two of its officers, Clark Marcus (CEO) and Jim Koenig (CFO) entered intoagreements whereby Messrs. Marcus and Koenig relinquished their claims to deferred compensation (earned but unpaid) in theaggregate amount of $936,639.  A total of $236,037 has been accrued for deferred compensation during the first nine months of2003, and of this amount $41,302 was included in the compensation relinquished.

**Note E:  Common Stock and Warrants**

During the quarter ending June 30, 2003, the Board of Directors approved a 1 for 5 reversestock split which became effective on June 19, 2003.  Prior to this reverse split, there were 30,000,000 authorized shares ofcommon stock consisting of two classes; 20,000,000 authorized Class A, and 10,000,000 authorized Class B.  In conjunction withthe reverse split, the Board of Directors approved amendment of the Company’s Certificate of Incorporation, increasing thenumber of authorized Class A shares to 30 million.  The number of Class B shares authorized remains the same at 10million.  Total common shares authorized therefore have increased to 40 million.

On all matters required by law to be submitted to a vote of the holders of common stock,each share of Class A common stock is entitled to one vote per share, and each share of Class B common stock is entitled to fivevotes per share.  At Sept. 30, 2003 the issued and outstanding shares of common stock by class (adjusted for the effect of the1 for 5 reverse split) were as follows: 2,518,722 shares of class A and 255,540 shares of class B; for a total of 2,774,262 sharesof common stock

Two investors holding a total of 65 shares of Series A preferred stock exercised theirconversion privilege and converted the Series A preferred stock to 130,000 pre-split shares of Class A common stock during thethree month period ended March 31, 2003.

As commented on in the preceding “Note C,” during the nine months ended Sept.30, 2003, the Company issued warrants to purchase 741,000 post-split shares of Class A common stock.  The change in the numberof warrants issued, and the average exercise price, is computed as follows:
  
No. StockPurch. Wars.Issued
ExercisePrice atValue
TotalExercisePrice
AverageExercisePrice
 
Totals at December 31, 2002

1,086,944      
(a)
$2,489,280  
$
2.29      
Issued during 3 months ended March 31, 2003

 160,000     

$ 0.01
 1,600  
   
Issued during 3 months ended June 30, 2003

360,000     

$ 0.01
3,600  
   
Issued during 3 months ended Sept. 30, 2003

221,000     

$ 0.01
2,210  
    
          TOTALSSept. 30, 2003

1,827,944         
$2,496,690  
 $
1.37     
(a)   All warrants issued before the year beginning January 01, 2000 have eitherexpired or been cancelled.  Pre-split share purchase warrants issued subsequent to December 31, 1999 and before January 01,2003, totaled 5,434,718.  These warrants were issued at various exercise prices ranging from a high of $1.00 to a low of$0.01, producing a weighted average exercise price of $0.46, per pre-split Class A common share.  Adjusting for the 1 for 5reverse split at December 31, 2002, yields 1,086,944 stock purchase warrants at an average exercise price of $2.29.

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**Note F:  Preferred Stock**

On June 01, 2003 the Company entered into an agreement (the Agreement”) with threepreferred shareholders (“the Shareholders”) conditionally settling an action brought by the Shareholders against theCompany, certain directors and officers.  Under the terms of the Agreement, the Company redeemed all the Shareholders’preferred stock of the Company, aggregating 300 shares of the Series A Convertible Preferred stock and 685,715 shares of Series BConvertible Preferred stock (the “Redeemed Shares”), in exchange for the following:

Payment of $664,950 to be paid pursuantto the terms of a promissory note (the “Note”).  Under the terms of theNote, the principal and interest are dueand payable June 01, 2004, or sooner in the event of a default under the Note, a  breach of the Agreement or theConsulting Agreement entered into in  connection with the Agreement, or upon the  dissolution, liquidation or bankruptcyof the Company;

The issuance of warrants (the “Warrants”) to an entity (the “Entity”) whollyowned by the Shareholders, entitling  the Entity to purchase up to1,497,029 shares of the Company’s common stock at the exercise price of $.4375per share, commencing on June 01, 2003 and continuing until the fifth businessday after the Company has delivered to the Entity a written notice of theCompany’s intent to pay in full, within thirty days, the obligations arisingunder the Note;

The extension of the expiration date of the Shareholders’ existing one milliontwo hundred thousand (1,200,000 warrants from May 12, 2003 to June 01, 2005.

               Also pursuant to the Agreement, the Company entered into a consulting agreement (the “Consulting Agreement”) with theEntity whereby the Company will pay the Entity $2,440 per month for one year in exchange for performing certain duties as directedby the Company.

               In the event of a default, the Shareholders are entitled to reinstate the Action and declare the Agreement, the Promissory Note,the Consulting Agreement and the Warrant null and void, in which event the Shareholders will receive their Redeemed Shares backfrom the Company.

**Note G:  Earnings per Share**

In accordance with FAS 128, the basic net loss from continuing operations per share, andthe earnings per share applicable to extraordinary items, for each period presented was computed by dividing the net loss by theweighted average number of common shares outstanding during the period (on a post reverse 1 for 5 stock split basis).  Diluted earnings or loss per share is computed by dividing net income or loss by the number of weighted average common sharesoutstanding, including common share equivalents (potential common shares).  Fully diluted net income or loss per share has notbeen presented as in each loss period inclusion of potential common shares (such as the outstanding warrants) would beantidilutive.  Likewise, warrants are dilutive only when the average market price of the common stock exceeds the averageexercise price of the warrants.   This was not the condition during the periods reflected.

**Note H:  Subsequent Events**

Subsequent to Sept. 30, 2003, the Company borrowed an aggregate of $110,040 fromstockholders, officers and directors, and other accredited investors. The aggregate was comprised of $84,000 of promissory notesbearing an interest rate of 10 percent per annum, and $26,040 with the factoring of specific receivables due thecompany. 

On October 13, 2003 the Company received a letter of comments regarding a review by thestaff of the Securities and Exchange Commission of our Form 10-KSB for the year 2002 and the 10-QSBs for the two subsequentquarters in 2003.  We are in the process of reviewing the comments and will amend our reports for those periods, if amendingis necessary.

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**Item 2.                  Management’s Discussion andAnalysis of Financial Condition and Results of Operations**

**Quarter Ended September 30, 2003 Compared to Quarter EndedSeptember 30, 2002**

**RESULTS OF OPERATIONS**

**Revenue:**

Revenue, net of returns and allowances, for the three months ended Sept. 30,2003, decreased $43,507 or 58 percent, from the comparative three month period in 2002.  The primary contributing factor tothis decline was the Company’s change in focus from retail marketing of memberships, and solicitations of renewals, todevelopment of a more diversified and expanded wholesale customer base; one which will include the Company’s program as apremium benefit on the customer’s private label.  The benefits from this strategy are evidenced in the nine monthrevenue figure of $384,730, or a 73 percent increase over the $222,426 recorded in the comparable period of 2002. 

Although several significant new customer contracts were negotiated duringthis period, implementation is estimated to take three to six months.  Several of the recently signed private label wholesaleagreements provide that the Company’s vision plan will be automatically included with all sales offerings of thecustomer’s products or services.  The Company anticipates that commission income derived from its agreement with a mailorder fulfillment provider will be generated in the near term.  Revenue (commissions) received on vitamin sales associatedwith an agreement signed earlier in the year should also begin in the near term.

**Selling, General and Administrative Expenses (SG&A):**

The Company’s SG&A expenses increased by approximately $78,000 or19 percent, for the three months ending Sept. 30, 2003, over the same period in 2002.  Comparison of the more significantcomponents of SG&A expenses follows:
   
For the three months ended Sept, 30
   
2003 
2002 
Increase(Decrease)
 
Payroll & related expense

$
273,349
$
196,460
$
76,889  
Commissions

2,811
6.690
(3,879) 
Business travel

34,073
45,348
(11,275) 
Insurance

36,322
40,655
(4,333) 
Professional fees

88,368
68.807
19,561  
Rent

29,033
29,889
(856)  
All other SG&A expenses

21,636 
19,486 
2,150
 
Total

$
485,592
$
407,335
$
78,257
Staffing additions account for the majority of the increase in payroll andrelated expenses.  During 2002, the Company had not yet filled positions in Marketing, Provider Relations, andAccounting.  During the three month period ending Sept. 30, 2003 all of these positions, except the Accounting position, werefilled. 

Professional/consulting fees increased by nearly $20,000 mainly because theCompany agreed, as a partial settlement discussed in Note F, to use three shareholders as consultants for specific tasks andbecause of increased legal activities.

Business travel declined $11,000 as less travel is required because of theCompany’s selling as a wholesaler rather than as a retail seller.

**Interest Expense:**

For the quarter ended Sept. 30, 2003, interest expense of $67,981 increasedby approximately $31,000 over the same period of 2002 as the Company issued additional interest bearing notes in late 2002 andduring the first nine months of this year.   Interest rates varied between ten and twelve percent.

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**Nine Months Ended September 30, 2003 Compared to NineMonths Ended September 30, 2002**

**RESULTS OF OPERATIONS**

**Revenue:**

Revenue, net of returns and allowances, for the nine months ended Sept. 30,2003, decreased $43,507 or 58 percent, from the comparative nine month period in 2002.  The primary contributing factor tothis decline was the Company’s change in focus from retail marketing of memberships, and solicitations of renewals, todevelopment of a more diversified and expanded wholesale customer base; one which will include the Company’s program as apremium benefit on the customer’s private label. 

Although several significant new customer contracts were negotiated duringthis period, implementation is estimated to take three to six months.  Several of the recently signed private label wholesaleagreements provide that the Company’s vision plan will be automatically included with all sales offerings of thecustomer’s products or services.  The Company anticipates that commission income derived from its agreement with a mailorder fulfillment provider will be generated in the near term.  Revenue (commissions) received on vitamin sales associatedwith an agreement signed earlier in the year should also begin in the near term.

**Selling, General and Administrative Expenses (SG&A):**

The Company’s SG&A expenses increased by approximately $224,000 or19 percent, for the nine months ending Sept. 30, 2003, over the same period in 2002.  Comparison of the more significantcomponents of SG&A expenses follows:
   
For the nine months ended Sept. 30
   
2003 
2002 
Increase(Decrease)
 
Payroll & related expense

$
735,306
$
683,928
$
51,378 
Commissions

69,711
36,279
33,432 
Business travel

110,421
105,900
4,521 
Insurance

111,148
93,166
17,982 
Professional fees

235,032
132,942
102,090 
Rent

87,101
86,374
727 
All other SG&A expenses

82,288 
68,567 
13,720
 
Total

$
1,431,007
$
1,207,156
$
223,851
Staffing additions account for the majority of the increase in payroll andrelated expenses.  During the first nine months of 2002, the Company had not yet filled positions in Marketing, ProviderRelations, and Accounting.  All of these positions, except the Accounting position, were filled during most of the nine monthperiod ending Sept. 30, 2003. 

Commissions increased $33,000 to $69,711 for the nine months ended Sept. 30,2003 primarily because of the commission expense associated with the revenue created by the vitamin contract signed earlier in theyear.

Insurance expense for the nine months ended Sept. 30, 2003 of $111,148 wasapproximately $18,000 higher than same period in 2002 because of higher premiums for directors and officers insurance.

Professional/consulting fees of $235,032 were $102,000 higher than the samenine month period of 2002 primarily because the Company used consultants and temporary staffing agency employees instead of hiringemployees for certain functions.

 Other expenses for the current period increased nearly $14,000 to $82,287mainly because of the expenses associated with the reverse stock split.   

**Interest Expense:**

For the nine months ended Sept. 30, 2003, interest expense of $187,453increased by $94,780 over the same period of 2002 as the Company issued additional interest bearing notes in late 2002 and duringthe first nine months of this year.  Interest rates varied between ten and twelve percent.

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**LIQUIDITY AND CAPITAL RESOURCES**

The following summary table presents comparative cash flows of the Companyfor the nine month periods ended Sept. 30, 2003 and 2002:
  
Nine Months end Sept. 30  2003 2002
Net cash used by operating activities

$

 (752,691)

$

(738,301)
Net cash used by investing activities (  65,431) (  25,225)Net cash provided by financing activities 743,500  761,038      Net increase or (decrease) in cash $(  74,622) $(2,588)
As evidenced in the above summary table, the Company has funded itsoperations through the issuance of short-term notes payable.  During the nine month period ended Sept. 30, 2003, funds raisedin this manner totaled $743,500. From time to time the Company experiences cash flow shortages due to current operating demands ofits market development and enhancement program, and lack of capital resources.  Although management of the Company has beenable to manage these shortfalls without interruption to the business to date, there can be no assurances that this will continue tooccur.  Accordingly, the Company is seeking additional working capital to satisfy daily operating requirements.  Therecan be no assurances, however, that such capital will be available on terms acceptable to theCompany.                                                                               

 

** **

** **

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**PART II: OTHER INFORMATION**

**Item 1.  Legal Proceedings:**

               The Company is involved in lawsuits, claims or disputes arising in the normal course of business.  Thesettlement of such claims cannot be determined at this time.  Management does not believe the ultimate outcome of thesematters will be significant to its results of operations or cash flows.

**Item 2.  Changes in Securities:**

               Information called for in this Item 2, of Part II is incorporated by reference to Part I, Item I, notes to the financialstatements; specifically Note E.

**Item 3.  Defaults upon Senior Securities:**

               The Company has borrowings from third parties totaling $3,153,950 under various unsecured notes payable.  The notes, whichaccrue interest at various rates between 5.75 percent and 12.0 percent, are all due and payable one year after issuance. Notes in the aggregate amount of $1,449,000 remain unpaid and are in default as of their respective maturity dates.

**Item 4.  Submission of Matters to a Vote of Security Holders **

               On April 11, 2003 the Board of Directors approved, by written consent in lieu of a special meeting of stockholders, a proposal toamend the Company’s Certificate of Incorporation, to authorize a one-for-five reverse stock split of all the outstandingClass A and Class B common stock, and increase the number of authorized Class A common stock from 20,000,000 to 30,000,000 shares(See Part II, Item 6(a) exhibits, Schedule 14C).  The reverse split became effective on June 19, 2003.  Also see Note Eof Part I, Item 1, notes to the financial statements.

**Item 5.  Other Information:**                               None

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

               (a)  Exhibits Filed:                31.1Certification of Chief Executive Officer Pursuant to Section 302                                                                      of the Sarbanes-Oxley Act of 2002                                                              31.2 Certification of Chief FinancialOfficer Pursuant to Section 302                                                                      of the Sarbanes-Oxley Act of 2002                                                              32.1 Certification of the ChiefExecutive Officer Pursuant to Section 906                                                                       of the Sarbanes-Oxley Act of 2002.                                                              32.2 Certification of the ChiefFinancial Officer Pursuant to Section 906                                                                       of the Sarbanes-Oxley Act of 2002.               (b)  Reports   on Form 8-K:         None.

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**Signatures**

 

In accordance with the requirements of the Exchange Act, the registrant has caused thisreport to be signed on its behalf by the undersigned, thereunto duly authorized.
 
EYE CARE INTERNATIONAL, INC.
  
Date:  November 14, 2003 
  
By: /s/  James L.Koenig                                              JamesL. Koenig, Chief Financial Officer

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**EXHIBIT INDEX**

****

31.1     Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2     Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1     Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2     Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

14