Table of Contents
**U.S. SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, DC20549**
**FORM 10-QSB**
**Amendment No. 2**
(Mark One)

T

Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of1934For the quarterly period ended June 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 July 31, 2003, the issuer had outstanding 2,698,262 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 - June 30, 2003 (Unaudited)

3
  
STATEMENT OF OPERATIONS -For the Quarters and Six Months ended June 30, 2003 and 2002

4
  
STATEMENT OF CASH FLOWS - For the Six Months ended June 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.     Financial Statements**
**EYE CARE INTERNATIONAL, INC.****BALANCE SHEET****ASSETS**  
**June 30****2003**
  
**Unaudited**

Current assets
  
       Cash

$

18,133 
       Accounts receivable(net of allowance for            doubtful accounts of $25,000 in 2002)
 
179,874 
       Non-trade receivables and employeereceivables
 
10,000 
       Prepaid interest and other current assets 
 -0-
 
  
Total current assets
 
207,907 
 
  
       Loans and advances to stockholders andrelated parties (Note B)
 
111,172 
       Fixed assets (net of accumulateddepreciation)
 
2,766 
       Deferred offering costs 
-0- 
 
  
**Total assets**

$

321,945 
 
  
** LIABILITIES AND STOCKHOLDERS' DEFICIT **
   
Current liabilities
  
       Accounts payable

$

699,525 
       Short-term notes payable (NoteC)
 
2,945,450 
       Accrued expenses and payroll taxes
 
204,576 
       Deferred compensation (NoteD)
 
246,580 
       Deferred revenue to be recognizedwithin one year
 
74,277 

 
  
Total current liabilities
$
4,170,408 
 
  
Deferred revenue to be recognized over more than one year
 
24,425 
 
  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 June 30, 2003                issued and outstanding:   aggregateliquidation value: $380,000 
 
1 
       Series B 6% cumulative convertible preferred stock:               authorized, issued and outstanding:zero at June 30, 3003 and              (Note F)
 
-0-  
Common stock, $0.001 par value; authorized shares:  40,000,000;       issued and outstanding: 2,698,262 (Note E).
 
2,698 
Additional paid-in capital
 
8,715,655 
Accumulated deficit
 
(12,591,242)
 
  
Total stockholders’ equity and accumulated deficit
 
(3,872,888)

 
  
**Total liabilities and stockholders’ deficit**

$

321,945 

The accompanying notes are an integral part of the unauditedcomparative financial information

3
Table of Contents

**PART I - FINANCIAL INFORMATION**

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

 
 
**June 302002**

 
**June 302003**

 
 
**June 30****2002**

REVENUES
            
     Membership fees (net of returns &allowances)

$
47,615  
$
74,178 
$
98,576  
$
146,738 
     Endorsement fees & sales commissions
 
377 
  
-0- 
 
 253,973 
  
-0- 
           
Total Net Revenue

$
47,992  
$
74,178 
$
352,549  
$
146,738            
EXPENSES
          
     Selling, general and administrative expenses
 
483,484   
212,965  
973,331   
594,523      Gain on cancellation of officers'deferred          Compensation andforgiveness of accounts          Payable      
 (689,654)   
     Depreciation
 
1,916   
2,410  
4,231   
4,957 
     Interest and financial costs
 
242,076 
  
33,207 
 
305,965 
  
55,912 
           
Total Expenses
 
727,476   
248,582  
593,873   
655,392            
NET INCOME (LOSS)

$
(679,484) 
$
(174,404)
$
(241,324) 
$
(508,654)           
Dividends attributable to preferred stockholders
 
-0-   
4,500  
4,500   
9,000            
Income (Loss) attributable to common stockholders

$
(679,484) 
$
(178,904)
$
(245,824) 
$
(517,654)             
Basic earnings (loss) per common share (Note G):
          
     Income (loss) from continuing operations
 $
(0.25) 
 $
(0.07) $
(0.09) 
 $
(0.19)           
Weighted average number of shares outstanding (Note G)
          
     For computation of basic earnings per share
 
2,698,262   
2,641,316  
2,688,505   
2,656,330            
The accompanying notes are an integral part of the unaudited comparativefinancial information.

4
Table of Contents

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

Cash flow from operating activities:
     
      Net income (loss)
$
(241,324) 
 
$
(508,654)
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)   
     Add non-cash charges to operations:
     
               Depreciation
 
4,231  
4,957 
               Forgivenessof officer’s loans receivable (Note B)
 
282,984    
               Taxliability on forgiven loans receivable (Note B)
 
76,000    
               Interestaccrued but not paid
 
305,965                   Non-cash legal expense 
 10,000    
     Changes in operating assets and liabilities:
     
               (Increase)decrease in accounts receivable
 
(162,154)  
( 7,853)
               (Increase)decrease in prepaid interest
     
( 1,907)
               Increase (decrease) in accounts payable
 
75,447   
(156,983)
               Increase (decrease) in  accrued payroll taxes
 
( 1,266)  
 
               Increase (decrease) in net deferred revenue
 
( 7,063)  
( 21,341)
               Increase(decrease) in net deferred compensation
 
  155,208 
  
 204,707 
      
Net cash (used) in operations

 $
(550,611)  $
(487,074)      
Cash flow from investing activities:
     
               Advancesto stockholders/officers
 
(  41,492)  
(  30,225)
               Purchase of computer equipment
 
( 2,861)  
        Net cash used in investing activities$
 (44,353)  $
 (30,225)      
Cash flow from financing activities:
     
               Proceedsfrom short-term borrowings
 $
535,000   $
469,538 
               Proceedsfrom sales of common stock
 
       
  
50,000 
      
Net cash provided by financing activities
 $
535,000   $
519,538       
Increase or (decrease) in cash

$
(  59,964) 
$
2,239       
Cash - January 01
 
 78,097 
  
  8,694 
      
Cash - June 30

$
18,133  
$
10,933       
Supplemental disclosures
     
               Interestpaid

$
-0-  
$
8,111 
The accompanying notes are an integral part of the unaudited comparativefinancial information.
5
Table of Contents

**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 six-month periods are not necessarily indicative of the results thatmay be expected for the year ending December 31, 2003.  The December 2002 comparative balance sheet presented was derived fromaudited financial statements, but does not include all disclosures required with the audited annual statements.  Thisfinancial information should therefore be read in conjunction with the financial statements and notes included with theCompany’s Annual Report on Form 10-KSB for the year ended December 31, 2002, and Quarterly Report on Form 10-QSB, for thethree months ended March 31, 2003.

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

As of June 30, 2003 the total due from stockholders, officers, and related parties of$111,172 had decreased by $241,493 from the comparative balance at December 31, 2002.  This was primarily attributable to theeffects of the mutual debt forgiveness agreement completed in March 2003, and discussed in Note D.  The composition of thisbalance 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 63,517     Increase in travel advances (22,026)Balance June 30,2003$    111,172 
**Note C:  Short-term Notes Payable**

During the three month period ended June 30, 2003, the Company borrowed$360,000 from ten accredited investors.  For the six month period, the total borrowed was $535,000 ($175,000 having beenborrowed during the first quarter from six investors).  These loans are evidenced by short-term notes, maturing within oneyear 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, were issued.  All of these warrants areexercisable at $0.01 per common share, for a period of five years from date of the respective 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, andJune 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
Note issued in exchange for cancellation of Series B preferred stock 664,950Notes Payable at June 30, 2003$2,945,450
 

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As of June 30, 2003, the Company had $2,945,450 of unsecuredpromissory notes outstanding, of which $1,208,000 of the notes are in default asto their respective maturity dates.

**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 $157,208 has been accrued for deferred compensation during the first six months of2003, and of this amount $41,302 was included in the compensation relinquished.

**Note E:  Common Stock and Warrants**

During the quarter end 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 June 30, 2003 and December 31, 2002 the issued and outstanding shares of common stock by class (adjustedfor the effect of the 1 for 5 reverse split) were as follows:
 
June 30    2003 
December 31    2002
Class A common stock issued and    outstanding
2,442,722
 
2,415,872Class B common stock issued    and outstanding
255,540 255,540
Total common stock issued and    outstanding
2,698,262 2,671,412
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 six months ended June30, 2003, the Company issued warrants to purchase 520,000 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  
    
          TOTALS March 31, 2003

1,606,944         
$2,494,480  
 $
1.55     
(a)   All warrants issuedbefore the year beginning January 01, 2000 have either expired or beencancelled.  Pre-split share purchase warrants issued subsequent to December31, 1999 and before January 01, 2003, totaled 5,434,718.  These warrantswere 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 $0.446, per pre-splitClass A common share.  Adjusting for the 1 for 5 reverse split at December31, 2002, yields 1,086,944 stock purchase warrants at an average exercise priceof $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 pursuant to the terms of a promissory note (the “Note”).  Under the terms of the  Note, the principal and interest are due and payable June 01,2004, or sooner in the event of a default under the Note, a  breach of the Agreement orthe Consulting Agreement entered into in connection with theAgreement, or upon the   dissolution,liquidation or bankruptcy of the Company;

The issuance of warrants (the “Warrants”) to an entity (the “Entity”) wholly owned by the Shareholders,entitling the Entity to purchase up to 1,497,029 shares of the Company’s common stock at theexercise price of $.4375 per share,  commencing on June 01, 2003 and continuing until the fifth business dayafter the Company has delivered to the Entity a   written notice of the Company’s intent to payin full, within thirty days, the obligations arising under the Note;

 The extension of the expiration date of the Shareholders’ existingone million two hundred thousand (1,200,000  warrants from May 12, 2003 toJune 01, 2005.

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

In the event ofa default, the Shareholders are entitled to reinstate the Action and declare theAgreement, the Promissory Note, the Consulting Agreement and the Warrant nulland void, in which event the Shareholders will receive their Redeemed Sharesback from 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.  Dilutedearnings or loss per share is computed by dividing net income or loss by the number of weighted average common shares outstanding,including common share equivalents (potential common shares).  Fully diluted net income or loss per share has not beenpresented 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:  Commitments andContingency**

Lease

The Company is committed under a lease for office spacethrough May 31, 2006.  The original lease was due to expire in June of2003, however, the lease was renegotiated through May 2006.  The monthlylease amounts are $8.570 through May 2004, $8,915 through May 2005, and $9,270through May 2006.

**Note I:  Subsequent Events**

Subsequent to June 30, 2003, the Company borrowed an aggregate of $140,000 fromstockholders, officers and directors, and other accredited investors. The aggregate was comprised of $80,000 of promissory notesbearing an interest rate of 10 percent per annum, and $60,000 with the factoring of specific receivables due thecompany. 
 
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**Item 2.                         Management’s Discussion and Analysis of Financial Conditionand Results of Operations**

**Quarter Ended June 30, 2003 Compared to Quarter Ended June30, 2002**

**RESULTS OF OPERATIONS**

**Revenue:**

Revenue, net of returns and allowances, for the three months ended June 30,2003, decreased $26,187 or 35 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 six month revenuefigure of $352,548, or a 140 percent increase over the $146,738 recorded in the comparable period of 2002. 

Although several significant new customer contracts were negotiated duringthis period, implementation is estimated to take three to four 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 should also begin from commissions received on thevitamin sales associated with an agreement signed during the first quarter of this year.

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

The Company’s SG&A expenses increased by a total of approximately$273 thousand or 128 percent, for the three month period ending June 30, 2003, over the same period in 2002.  Comparison ofthe more significant components of SG&A expenses follows:
   
For the three months ended June 30
   
2003 
2002 
Increase(Decrease)
 
Payroll & related expense

$
284,656
$
189,624 
$
95,032  
Commissions

6,086
n/m    
6,086  
Business travel

28,496
n/m    
28,496  
Insurance

24,237
7,885 
16,352  
Professional fees

30,397
n/m    
30,397  
Rent

28,372
28,230 
142  
All other SG&A expenses

81,240
 
(12,774)
 
94,014 

 
Total

$
483,484
$
212,965
$
270,519 
Staffing additions account for the majority of the increase in payroll andrelated expenses.  During the first six months of 2002, the Company had not yet filled the senior positions in Marketing,Provider Relations, or Information Technology.  During the entire three month period end June 30, 2003 all of these positionswere filled.  Additionally, an accountant was added to the staff during the current year.

All other categories of expenses appear higher because of non-recurringreductions in accounts payable taken during the three month period ending June 30, 2002. 

**Interest Expense:**

For the quarter ended June 30, 2003, interest expense of $242,076 increasedapproximately $209,000 over the same period of 2002 as the Company issued additional interest bearing notes in late 2002 and during the firstsix months of this year, and because of additional interest expense associatedwith warrants issued along with promissory notes.  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 six month periods ended June 30, 2003 and 2002:
  
Six Months end June 30  2003 2002
Net cash used by operating activities

$

 (550,712)

$

(487,074)
Net cash used by investing activities (  44,352) (  30,225)Net cash provided by financing activities 535,000  519,538      Net increase or (decrease) in cash $(  60,064) $2,239 
 Asevidenced in the above summary table, the Company has funded its operationsthrough the issuance of short-term notes payable.  During the six monthperiod ended June 30, 2003, funds raised in this manner totaled $535,000, theaggregate of $175,000 raised during the quarter ended March 31, 2003, and$360,000, received during the quarter ended June 30, 2003.  From time totime the Company experiences cash flow shortages due to current operatingdemands of its market development and enhancement program, and lack of capitalresources.  Although management of the Company has been able to managethese shortfalls without interruption to the business to date, there can be noassurances that this will continue to occur. 

In the "Management's Discussion andAnalysis of Financial Condition and Results of Operations" of the Company's Form10-KSB for the year 2002, management indicated that a Chicago based financialconsulting firm had contacted the Company in regards to a private placement ofequity funds of $5 million.  The consulting firm was unsuccessful incompleting the private placement.  Also, as indicated in the 10-KSB,existing accredited investors have continue to support the Company and haveindicated their intent to continue to support the Company until revenues aresufficient for the Company's continued operations.  The support continuesto be through equity investments, promissory notes or a combination of the two. In addition, the Company continues to seek an investor banker/consulting firmwho can successfully complete a private placement of up to $5 million.

The Company also has entered intonumerous wholesale contracts with large marketing/sales organizations which callfor these organizations to automatically include the Company's vision plan withall of the sales or offerings of their products/services.  These contracts,which represent a population of well over 10 million, are in thelaunch/pre-launch stages and revenues are expected to begin being phased inbefore the end of 2003.

The Company has also entered into acontractual arrangement with a mail order fulfillment provider, whereby theCompany will receive an 8% commission on all mail order sales made to theCompany's members.  The commission revenue could equate to nearly $5 permember year, so as membership grows, commission revenues grow also.

Although there can be no assurancesthat the above transactions will be succ4essful, management believes thesignificant revenues will be generated from these contracts, that the investorswill continue to support the Company and that a private placement can beachieved.  However, if the Company is unable to maintain its financialsupport, unable to obtain a private placement, or if sales do not increase asexpect, then the Company may have to curtail or suspend operations.

 

 

 

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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.  The settlementof such claims cannot be determined at this time.  Management does not believe the ultimate outcome of these matters will besignificant 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 $2,945,450 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. As of June 30, 2003, the Company has a total of $1,208,000 of unsecuredpromissory notes that are in default as to their maturity dates.  Asdiscussed elsewhere in the MD&A, many of the Company's financial supporters haveindicated their intent to continue to support the Company.  Most of thenotes in default are payable to these supporters and the Company is working withthe note holders to encourage them to roll over their respective notes foranother year.

**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)  ExhibitsFiled:                                31.1 Certificate of Chief Executive Officer Pursuant to Section 302                                                                                        ofthe Sarbanes-Oxley Act of 2002                                                                               31.2 Certification of Chief Financial Officer Pursuant to Section 302                                                                                       of the Sarbanes-Oxley Act of 2002                                                                               32.1 Certification of Chief Executive Officer Pursuant to Section 906                                                                                       of the Sarbanes-Oxley Act of 2002                                                                               32.2 Certification of Chief Financial Officer Pursuant to Section 906                                                                                       of the Sarbanes-Oxley Act of 2002 

               (b)  Reports  on Form8-K:                  During the quarter endedMarch 31, 2003, Eye Care International, Inc.                                                                               filed the following Current Report on Form 8-K:                                                                               Current Report on Form 8-K dated March 21, 2003 (date of earliest                                                                               event reported) and filed on April 7, 2003, for purposes of reporting under Item4,                                                                               Changes in Registrant’s Certifying Accountant.

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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: February 1, 2004
  
By: /s/  James L.Koenig                                              JamesL. Koenig, Chief Financial Officer

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**EXHIBIT INDEX**

 

31.1 Certificate of Chief Executive Officer Pursuant to Section 302  of theSarbanes-Oxley Act of 2002

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

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

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