<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

  [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
                                      1934
                   For the fiscal year ended December 31, 2001

 [_] Transition report under Section 13 or 15(d) of the Securities Exchange Act
                                     of 1934
     For the transition period from _______________ to ____________________

                         Commission file number 0-27889

                          EYE CARE INTERNATIONAL, INC.

                 (Name of Small Business Issuer in its Charter)

              Delaware                                 59-3206480
    (State or other jurisdiction            (IRS Employer Identification No.)
    of incorporation or organization)

                    1511 North Westshore Boulevard, Suite 925
                    Tampa, Florida                      33607

        (Address of principal executive offices)      (Zip Code)

                                 (813) 289-5552

                         (Registrant's telephone number)

           Securities registered pursuant to Section 12(b) of the Act:

               Title of each class          Name of each exchange on which
               to be so registered          each class is to be registered

                     None                                  None

        Securities to be registered pursuant to Section 12(g) of the Act:

                      Class A common stock, $.001 par value

                                (Title of Class)

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 [_]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Revenues for the issuer's most recent fiscal year were $440,331.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the closing price of the common stock on
May 1, 2002 was $2,294,128.

<PAGE>

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

Check whether the issuer has 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 REGISTRANTS

     As of May 1, 2002, the issuer had 13,352,060 shares of common stock, $.001
par value, outstanding.

Transitional Small Business Disclosure Format: Yes [_] No [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

                           Form 8-K filed May 16, 2002

                                     PART I

Item 1. Description of Business.

Our Business

We market memberships in a comprehensive national non-insurance based quality
discount eye care/eyewear plan. The memberships entitle plan participants to
obtain eye care service and products from our network of providers at rates
which range from 20% to 60% below retail. Additional details regarding these
discounts are presented in the remaining part of this section and in the section
entitled "Our Vision Plan."

We believe that we are the only national discount vision network with
ophthalmologists who have agreed to discount all of their medical services, as
well as the nation's largest optometric discount vision network. This would make
ECI the only national discount vision network which combines ophthalmology
services provided by medical doctors with optometric products and services
provided by optometrists, opticians and optical locations. Our network has
providers at nearly 14,000 locations, and is comprised of over 1,600
ophthalmologic practices and over 12,000 optometric, optician and optical
locations. Ophthalmologists, optometrists and opticians participating in our
vision care network are located within reasonable proximity to all major
metropolitan areas within the United States. As a general guideline, we have
providers in nearly every city in the U.S. with a population of 100,000 or more.
As explained in the sections entitled "Our Vision Plan," every surgical
procedure, including all types of laser surgeries (lasik, RK, CO2 laser), are
discounted. We also have approximately 150 provider locations, or about 1.1% of
the network, outside the U.S. -- primarily in Mexico, Virgin Islands, Puerto
Rico and Canada. In addition to members living in the U.S., we have about 100
members living outside the U.S., primarily in the Bahamas and Virgin Islands.
The composition of our optometric network is both large chain companies and a
wide variety of boutiques and specialty shops. Most other discount vision
networks only offer discounts on optometric products and services.

By having access to a full range of eye care/eyewear services offered by ECI's
network of providers, at discounted rates, members of our vision care plan are
able to obtain a comprehensive eye care service package, including elective
cosmetic surgical procedures such as lasik or vision correction surgery, CO2
laser skin resurfacing or wrinkle removal surgery, and other laser surgical
procedures performed by ophthalmologists. These procedures are traditionally not
covered by insurance or Medicare and are generally expensive. ECI members can
obtain these elective procedures from our providers at a discount of 20% from an
ophthalmologist's usual and customary rate. As illustrated under the caption
"Our Vision Plan," members not eligible for Medicare may receive greater
discounts for surgical procedures, such as cataract surgery, that are typically
covered by Medicare, since the 20% discount applies to the Medicare allowable
cost of procedures, rather than the ophthalmologist's usual and customary rate,
which is generally significantly higher. Although individuals eligible for
Medicare may participate in our vision care program, they only receive discounts
on surgical procedures not covered by Medicare. Surgical procedures covered by
Medicare are performed for them at the Medicare allowable rates.

ECI providers offer eyewear products to our members at nationally listed
wholesale prices, plus a $30 to $50 dispensing fee paid to the provider. This
generally creates a savings in the range of 40% to 60% off retail prices. We
also offer a mail order program through which members of our vision care network
may order replacement contact lenses and designer or non-designer sunglasses at
nationally listed wholesale prices.

Substantially all of our revenues are derived from membership fees paid to us by
individual subscribers or sponsoring organizations that offer our vision care
program to their employee members. Less than one percent of revenues are derived
from individuals. Additional information concerning membership fees is presented
under the caption "Marketing." We have experienced losses since we commenced
operations in 1994, including a net loss of approximately $1,948,000 for 2000
and $1,698,704 for 2001. The report of our independent accountant on our
financial statements contains an explanatory paragraph indicating that there is
substantial doubt as to our ability to continue as a going concern because of
recurring losses from operations. Our ability to operate profitably depends upon
market acceptance of our vision care plan and the development of an effective
marketing organization. Although we believe that marketing arrangements entered
into to date, will produce significant revenues, we are unable to predict when
and if we will generate sufficient revenues to become profitable.

Our Target Market

We market our vision care plan to corporations for their employees, large sales
organizations (such as insurance companies and sellers of multi-discount
programs who include the ECI plan as part of their product), and affinity groups
which are groups created because of a common relationship or interest, for
example religious, fraternal, trade and professional organizations. We are
involved in all stages of product development from training individual sales
agents to the design and implementation of a specific marketing program at the
corporate and affinity group level. These organizations can either purchase our
vision care plan for, or offer it to, their employees as a supplement to
existing health care insurance plans or other benefit programs or as a
stand-alone benefit. Sponsors of healthcare programs, including other discount
vision plans, may secure for their members the right to use the providers in our
vision care network. This is a particularly significant aspect of our marketing
plan due to the national scope of our network and the ophthalmology services
offered.

                                        1

<PAGE>

Our History

We are a Delaware corporation incorporated on May 31, 1994, and a successor by
merger to Eye Care International, Inc., a Florida corporation. Our principal
executive offices are at 1511 North Westshore Boulevard, Suite 925, Tampa,
Florida 33607 and our telephone number is (813) 289-5552.

Industry Overview

Approximately $20 billion is spent on eye care products and services each year
in the United States.

          -    Approximately $11 billion is spent on eyeglasses.

          -    Approximately $2 billion is spent on contact lenses.

          -    Approximately $4 billion is spent on eye examinations and related
               services.

          -    Approximately $3 billion represents the costs of related surgical
               procedures performed by ophthalmologists.

Ophthalmologists (eye M.D.'s) perform more than three million surgical
procedures in the United States annually.

Eye care products and services in the United States are delivered through a
fragmented system of providers composed of approximately 10,500 Board certified
ophthalmologists, 31,000 optometrists and 65,000 opticians.

          -    Opticians make and adjust eyewear using prescriptions supplied by
               optometrists or ophthalmologists.

          -    Optometrists specialize in examination, diagnosis and treatment
               of conditions of the vision system, including fitting and
               prescribing contact lenses.

          -    Ophthalmologists are medical doctors who have at least three
               years of hospital-based training in the diagnosis and medical and
               surgical treatment of eye disorders.

The optical dispensing industry in the United States is highly fragmented with
the top 100 optical chains accounting for less than 27% of total retail sales in
1995. The retail optical industry is consolidating and will continue to
consolidate. Concerns about accelerating healthcare costs have resulted in the
increasing prominence of managed care in the eye care industry. However,
concerns about the quality of care received under managed care programs and
patient access have similarly created a renewed interest in fees for services
based programs. Concerns about costs of these programs and services remain, thus
giving rise to a type of fee for services program.

Most optometric locations offer basic eye care services, including eye
examinations and contact lens fittings in order to increase sales. This has had
a significant impact on the number of individuals who have begun to use
optometrists, instead of ophthalmologists, for general eye care.

While approximately 90% of general health maintenance organizations cover
routine eye examinations, fewer than 15% cover corrective lenses and none
effectively cover cosmetic-type surgeries, including lasik or vision correction
surgery, CO2 laser skin resurfacing or wrinkle removal surgery and other laser
surgical procedures. Comprehensive eye care/eyewear benefit programs are
generally not offered as an employee benefit.

We have designed our plan to be suitable as a stand-alone product, as a
supplement to existing insurance programs or within existing insured/indemnity
corporate programs currently being offered by insurance companies, as well as
packagers of insurance-type programs, such as health maintenance organizations
and preferred provider organizations. Our plan is particularly attractive to
sellers of health care insurance and packagers of broad-based health care
programs, since we provide substantial national coverage and the only discount
network combining ophthalmology with optometric products and services. Because
of the availability of ophthalmology services under our plan and the fee
structure agreed to by our M.D. providers, by using the ECI network, costs
otherwise being incurred by insurance companies, health maintenance and
preferred provider organizations and self-insured entities can be substantially
reduced. Furthermore, since our discount vision plan is not insurance based, it
may be added to existing health care benefits packages.

Market

In 1995, approximately 157 million of the 263 million people in the United
States needed, but only 96 million people wore, some form of corrective eyewear.
Therefore, there are approximately 60 million people who need corrective lenses
but do not have them. We estimate that in excess of 90% of all American families
have a member who wears some form of glasses, prescription and/or
non-prescription. The market for corrective eyewear has grown steadily and the
demographic trends of an aging population are expected to generate increased
demand for corrective eyewear and optical services. As "baby boomers" move
further into the 40-64 age bracket, the market for eyewear and eye care is
expected to expand significantly. This is the age group when most people
experience presbyopia,

                                        2

<PAGE>

difficulty in reading small print. Treatment for diseases predominantly
affecting elderly patients such as cataracts and glaucoma, as well as eyewear
designed to appeal to mature customers, also is increasing. People over the age
of 40 typically require more complex lenses and more expensive prescriptions
than younger people. In addition, the increasing use of video display terminals
in the workplace has created a further need for eye care and eyewear.
Consequently, the aging of the "baby boom" generation and technology driven
advances in the workplace are expected to further expand the size of the optical
industry.

             U.S. Population Needing Some Form of Vision Correction
                                  (in Millions)

                                                   Percentage of
                                    Number of People             Population
                          1995               Wearing                  Wearing
        Age          Population     Corrective Lenses        Corrective Lenses
        ---          ----------     -----------------        -----------------

      0-14                 57.5                   8.9                       15%
     15-24                 35.9                  15.0                       42%
     25-44                 83.4                  52.4                       63%
     45-64                 52.2                  49.6                       95%
     65 and over           33.6                  31.2                       93%
                          -----                  ----                       --

                          262.6                 157.1                       60%
                          =====                 =====                       ==

We have ophthalmologists as well as optometrists and opticians well distributed
throughout the fifty states except Maine where we have no ophthalmologists. Our
network providers are located in rural, urban and suburban areas, including most
of the major shopping malls. We maintain our list of network providers as two
groups - one group being ophthalmologists and the other comprised of
optometrists and opticians. Because of the large number of provider locations in
our network, there are very few instances whereby the company does not have at
least one provider, be it an ophthalmologist, optometrist or optician, within a
reasonable driving distance (20 miles) of a potential member anywhere in the
U.S. Although we have not conducted a geo-access study for all employees of
regional/national companies or for the overall market, we have conducted
geo-access studies for some of the companies considering our plan (studies that
compare the proximity of our providers to the employees of regional/national
companies) and we generally have a high coverage ratio; that is most of the
employees of a company considering our plan, and who have requested a geo-access
study, have at least one provider within twenty miles of their residences. We
have found that this is usually acceptable to the companies considering our plan
even though some of their employees may need to drive further to see a network
provider. Generally, it does not preclude the Company from acquiring these
potential clients. We also attempt to recruit additional providers in those
locations specifically requested by our customers or potential customers.

Our Vision Plan

          Our vision plan offers members the following services and products:

          -    One free eye exam, annually, for prescription glasses (contact
               lens exam excluded) per membership at participating provider
               locations.

          -    Network ophthalmologists offer discounts to members for eye
               examinations and medical and surgical procedures.

Procedures typically covered by Medicare ("coded") are discounted to our members
who are not eligible for Medicare by 20% of the allowed Medicare rate. For
example, a physician's usual and customary fee for cataract surgery may be
$2,500. Medicare may allow only $1,000. An ophthalmologist participating in our
vision network would charge our member only $800 as full payment, resulting in a
$1,700 savings, or 68% less than the usual and customary rate. However, members
eligible for Medicare pay the Medicare allowable rate. Procedures not coded by
Medicare, such as lasik or vision correction surgery, CO2 laser skin resurfacing
or wrinkle removal surgery and other laser surgical procedures, are discounted
by 20% of the physician's usual and customary fee for all of our members,
including those eligible for Medicare.

          -    Network optical locations and other dispensers of eyewear offer
               discounts of up to 60% off of the retail price of prescription
               glasses. Network optical locations dispense prescription
               eyeglasses and safety glasses at the nationally listed wholesale
               price, plus a dispensing fee paid by the patient to the
               prescribing physician of $30 to $50, depending upon the
               complexity of the lenses; contact lenses (other than disposable
               brands) and sunglasses at prices 20% below retail; and sundry
               eyewear products at 30% below retail.

          -    Through our mail-order program, members can purchase replacement
               contact lenses, sunglasses, including most national and designer
               brands such as Revo, Ray-Ban, Serengeti and Bolle, and safety
               glasses at wholesale prices, plus a small shipping and handling
               fee.

                                        3

<PAGE>

              -     We maintain a 24-hour toll-free customer service line and a
                    database of a member's prescription, that allows us to
                    transmit a member's prescription to any network provider, at
                    any time, in case of an emergency.

              -     Members have unlimited access to all providers in the
                    network and their services and products.

              -     We do not have any exclusions for pre-existing conditions,
                    or restrictions on a member's purchase selections, and we do
                    not require members to complete forms when purchasing
                    services or goods.

              -     We guarantee members that as long as they use our plan in
                    good faith during the year, they will save at least the cost
                    of their membership. If they do not realize the savings, we
                    will refund the difference.

              -     We offer our members an unconditional, 30-day money-back
                    satisfaction guarantee.

Each person in a participating member's immediate family also is entitled to the
benefits offered by the plan upon presentation of a membership card bearing our
name or logo. One membership card is provided to each family enrolled in the
plan. Additional membership cards will be furnished, upon request, to family
members for a small processing fee for each additional card.

Providers

We believe we are the only national vision care network that offers its members
access to ophthalmologists who discount all of their services. Our network
includes over 1,600 ophthalmic practices, and almost all of our participating
ophthalmologists are either Board certified or Board eligible for certification.
Approximately 20% of all Board certified ophthalmologists in the United States
are part of our network, and most of these ophthalmologists have agreed to not
join any other national discount vision plan. Ophthalmologists participating in
our network discount their usual and customary fees by 20% for procedures not
coded by Medicare. Each ophthalmologist establishes his own usual and customary
rates for elective surgical procedures. Members in our vision care plan can
compare the rates charged by ophthalmologists participating in our vision care
plan with those of other ophthalmologists in the same area by asking those
ophthalmologists for the rates they charge for performing the same surgical
procedures. We do not offer rate comparisons or provide members with advice
concerning the rates charged by ophthalmologists participating in our vision
care plan or any others. Medicare coded procedures are discounted by 20% off of
the Medicare allowable rate for members not eligible for Medicare. As
illustrated under the caption "Our Vision Plan," members not eligible for
Medicare may receive greater discounts for Medicare coded procedures such as
cataract surgery. Members eligible for Medicare pay the Medicare allowable rates
for Medicare coded procedures.

Our plan has over 12,000 optometric, optician and optical locations composed of
both large chain companies and a wide variety of boutiques and specialty shops.

Marketing

Over the first two and one-half to three years of operation we concentrated our
efforts on the development of our vision care network, in particularly, the
establishment of the first national discount network of ophthalmologists who
would agree to discounts on all of their services. We made little to no effort
to market the "combined" network until such time as we believed we had achieved
material coverage in all 50 states. Once we believed this to have been
accomplished, we commenced the marketing of our plan to a select number of
employer organizations, including major corporations and small to medium-sized
business entities. During that period, our objective was to demonstrate the
market acceptability of our plan and to establish relationships with large
national sales and benefit consulting organizations, insurance companies, health
maintenance and preferred provider organizations and third party administrators.

It was, and remains, our belief that once we could establish market
acceptability of our plan, it would ultimately be marketed primarily through
health care consultants and other organizations marketing health care programs
at retail and, to a much lesser extent, our own sales efforts. We believe this
strategy has proven, and will continue to prove, itself to be effective,
especially in view of our continued unique position in the vision care industry
as not only being easily "affordable" at both a wholesale and retail price
level, but also as a result of our continued position as the only national
discount vision plan combining the services of ophthalmologists with optometric
providers.

Through the marketing vehicles described above, the ECI plan is marketed,
directly and indirectly, to businesses, affinity groups, individuals and
packagers of other health care programs. It may be offered as a supplement to
already existing forms of health care coverage or may be purchased on a
free-standing basis. A corporation or individual need not have insurance
coverage to access our plan. Also, by reason of the breadth of our provider
network, our plan can usually match all of the geographic requirements of any
national insurance program and certainly meets the needs of migratory
populations, such as retirees. We believe this makes our plan particularly
attractive to large health care insurance companies, health maintenance and
preferred provider organizations and other packagers of various

                                        4

<PAGE>

health programs who market their health care programs over a large geographical
area. Our plan is currently being so marketed by several such entities that have
commenced marketing our plan through their own sales forces.

As part of our marketing efforts, we work closely with our customers' internal
benefits departments on the design and implementation of a specific marketing
program. Once the "sale" is made, we generally receive from our customer a
computer disk with all of the pertinent personnel information (name, social
security or identification number and address) of the employees/members and/or
retirees that will be covered by the plan. We are then able to upload all of
this information and within approximately ten business days, send out customized
"Welcome Packs" which outline the benefits of the plan, as well as a list of
providers in the new member's zip code. The "Welcome Pack" also includes a
personalized ECI membership card, listing the member's name, identification
number and plan expiration date. Depending on the requirements of the client, we
either send the "Welcome Packs" directly to the individuals, or bulk ship them
to a designated location.

When marketed as a stand-alone product, we maintain two pricing structures: an
individual/family annual membership price of $39.95; and a corporate/affinity
group annual membership price of $28. We have a "sliding scale" purchase price
ranging from $16 to $28, in order to provide discounts to large quantity
purchasers of our plan. A membership can be cancelled at any time during the
first thirty days with a full refund; however, said refunds have, historically,
occurred well below the one percent level. In addition the company guarantees
that if a member uses the membership in good faith during the membership period
and does not save at least as much as the membership fee, ECI will refund the
difference. Historically, requests for refunds have been non-existent.
Additionally, we maintain a "private label" pricing structure. When our plan is
sold through an existing insurance agency or packager, the insurance agency or
packager incurs practically no additional overhead. This enhances the
attractiveness of our plan to such selling entities, providing them with a
relatively inexpensive product that fills an otherwise overlooked need in health
care. There are no record keeping burdens on corporate/affinity group clients.
We handle all clerical and administrative functions.

           We intend to strengthen and broaden our overall marketing efforts by:

              -     establishing a dedicated regional support staff that will
                    work directly with our independent sales agents,
                    corporate/affinity accounts and marketing partners to
                    facilitate and encourage sale of our vision plan.

              -     instituting targeted public relations campaigns on both
                    national and local levels

              -     enhancing promotional support programs, including image
                    promotion and sales incentives

              -     establishing and maintaining, through personnel and computer
                    software programs, the capability of functioning as a third
                    party administrator, either through the establishment of a
                    wholly-owned subsidiary or otherwise.

Clark Marcus, our president, has made a number of speaking appearances,
published various articles in health care magazines and participated as a guest
speaker on several nationally broadcasted radio talk shows, all of which serve
to bring our company to the forefront of both the ultimate consumer and
corporate/affinity group health care managers.

Competition

We are not aware of any other national entity that offers a non-insurance based,
discount eye care/eyewear program which has, as an integral part of the program,
ophthalmologists who have agreed to discount all of their services to members.
There are currently a number of national non-insurance based discount eyewear
programs, but to our knowledge, no discount program offers the national eye care
feature of our discount vision plan. On a general level, we compete in the
highly competitive field of health care service against established
organizations, including other discount vision plans and insurance based vision
plans and health maintenance and preferred provider organizations that provide
group health care on a discount basis to their members. Although these types of
organizations represent competition, they also represent a viable market for the
sale of our vision care plan, since our discount vision care plan can be sold as
a supplement to an existing, but smaller (less locations) program, or a discount
vision plan that does not include the medical services of ophthalmologists (Eye
M.D.s). To a lesser extent, we compete against individual ophthalmologists who
do not offer discounts to their patients but who may have a loyal patient base.
Our success in the marketplace will depend, in part, upon our ability to attract
and retain a large number of ophthalmologists in our network.

Although other entities offer discount vision programs, we are not aware of any
that maintain a national medical network of ophthalmologists who discount all of
their services.

                                        5

<PAGE>

Although ECI competes with these other types of entities, as part of our
marketing strategy we seek to attract our competitors as customers since our
program includes ophthalmologists who discount all of their services
substantially below Medicare allowable rates which are usually substantially
below the rates that our competitors are able to negotiate.

ECI believes it has a number of competitive advantages over all other vision
care plans.

              -     We offer the only national discount eye care/eyewear network
                    that combines ophthalmologic and optometric services on a
                    discount fee-for-service basis. No other national discount
                    program offers a full range of ophthalmologic services, all
                    of which are discounted. All of our participating
                    ophthalmologists contract exclusively with us and agree not
                    to provide their services to any other national,
                    non-insurance based, discount fee-for-service network.

              -     All ECI programs carry with it one eye exam at no additional
                    cost, per family membership.

              -     Our network is the largest national discount vision network
                    in the U.S.

              -     We maintain a nationally recognized fee schedule for both
                    ophthalmologic and optometric services and products.

              -     We offer a discount on traditionally non-covered surgical
                    procedures such as vision correction surgeries, CO2 laser
                    skin resurfacing or wrinkle removal surgery and other laser
                    surgical procedures.

              -     We market to major insurance companies, health maintenance
                    and preferred provider organizations, which may offer our
                    vision plan as part of, or as a supplement to, their
                    existing programs.

              -     Our network is not dependent on any one or several retail
                    chains. The nationwide breadth and density of our network
                    provides members with the convenience of having a provider
                    nearby, and protects both our members and us from loss of
                    service because of retail closures.

              -     We do not require that our corporate customers attain
                    minimum employee participation to implement the plan.

              -     We have a mail-order program for replacement contact lenses
                    and sunglasses at wholesale prices.

              -     We have exclusive contracts directly with 100% of our
                    ophthalmologists and approximately 64% of the optometric
                    locations in our network. This direct contact has a positive
                    impact on our ability to handle customer grievances.
                    Although rare, customer grievances are generally of the
                    nature of the provider's staff not recognizing the company's
                    membership card, usually due to staff turnover at the
                    provider's location. Because of our ability to work with a
                    provider, as opposed to working through a third party having
                    direct contractual relationships with providers, we are able
                    to expediently resolve grievances and usually to the
                    member's satisfaction.

Medical Advisory Board

We have organized a panel of prominent physicians to serve as our Medical
Advisory Board. Members of this panel periodically report on new developments in
ophthalmologic treatment. All members of the Medical Advisory Board have served
since inception.

Ira A. Abrahamson, M.D. is an Associate Professor of Ophthalmology and Assistant
Clinical Professor of Family Medicine at the University of Cincinnati College of
Medicine Cincinnati, Ohio. He received his medical degree from the University of
Cincinnati School of Medicine and performed his Ophthalmology

                                        6

<PAGE>

residency in Chicago at the Illinois Eye and Ear Infirmary and at Cook County
Hospital. Dr. Abrahamson has been on several Ophthalmic editorial boards and has
been a member of the editorial advisory board of the American Family Physician
Journal since 1974. He has authored more than 95 scientific publications and
four textbooks. Dr. Abrahamson specializes in cataract and anterior segment
surgery. Dr. Abrahamson also serves as special consultant to the Company.

Leo D. Bores, M.D. received his medical degree from Wayne State University
College of Medicine and completed his ophthalmologic residency at Detroit
Medical Center. He is a Fellow of the American Academy of Ophthalmology,
founding member and past-President of the Keratorefractive Society, and has
served as Chairman of several educational and scientific committees, as well as
being a member of the International Society for Refractive Keratoplasty, and
American Society for Cataract and Refractive Surgery. Dr. Bores has lectured,
written and taught extensively both in this country and abroad. He has authored
in excess of thirty papers and books. Dr. Bores is the founder of and practices
at the Bores Eye Institute in Scottsdale, Arizona.

Warren D. Cross, M.D. graduated from the University of Southern California,
attended Baylor College of Medicine and id his residency in eye surgery at the
University of Texas Medical Branch, Houston. He has been Chief of Staff at the
Institute of Eye Surgery, Houston, Texas, since 1984. Dr. Cross has been
performing refractive surgery since 1979 and has done over 14,000 cases. He also
speaks and teaches at numerous professional meetings and courses on both
cataract and refractive surgery. He authored the "Complications of Radial
Keratotomy" chapters in two surgical test books.

David B. Davis, M.D. received his medical degree from the University of Texas
Medical Branch, Galveston, Texas, and performed his ophthalmology residency at
the United States Naval Hospital. Dr. Davis has served on numerous elected and
appointed boards, including the International Committee for Standards of
Ophthalmic Devices and Instruments, American Society of Cataract and Refractive
Surgery; Board of Directors, American College of Eye Surgeons; International
Scientific Advisory Board, American Society of Cataract and Refractive Surgery.
He is a member of numerous professional organizations and also participates in
extensive speaking engagements. Dr. Davis practices medical surgery at the
Davis/Mandel Eye Center in Hayward, California.

Robert H. Marmer, M.D. received his medical degree from the University Autonoma
de Guadalajara and completed his ophthalmic residency program at the Mayo Clinic
in Rochester, Minnesota. Prior to beginning his private practice in Atlanta,
Georgia, he served as a Professor of Ophthalmology at Ahmadubello University in
Kaduna and Zaria, Nigeria, West Africa. Dr. Marmer was the first surgeon to
introduce and perform Radial Keratotomy surgery in Georgia. Dr. Marmer is a
member of numerous professional associations, including the American Academy of
Ophthalmology, the American College of Eye Surgeons and the International
Association for Ocular Surgeons. He has been the official team ophthalmologist
for the NBA Atlanta Hawks for over 15 years, and is the official team
ophthalmologist of the International Hockey League Atlanta Knights.

Lee T. Nordan, M.D. received his medical degree from the University of New
Mexico School of Medicine, Albuquerque, New Mexico, and did his ophthalmic
residency at West Virginia University Hospital, Morgantown, West Virginia. Dr.
Nordan serves on numerous professional boards including the Scientific Advisory
Board, American Society of Cataract and Refractive Surgery, and the Board of
Directors of the International Society of Refractive Keratoplasty. He has
authored numerous scientific publications and is in private practice in La
Jolla, California.

Spencer P. Thornton, M.D. earned his medical degree from the Bowman Gray School
of Medicine of Wake Forest University, Winston-Salem, North Carolina, and
completed his residency in Ophthalmology at Vanderbilt University School of
Medicine, Nashville, Tennessee. Dr. Thornton is certified by the American Board
of Ophthalmology, Fellow of the American Academy of Ophthalmology, Fellow of the
American College of Surgeons, and is President of the Board of Directors of the
American Society of Cataract and Refractive Surgery and serves as Chairman of
the International Committee of Standards and Quality Control for Ophthalmic
Instruments and Devices. Dr. Thornton has served on several publication
editorial boards, has co-authored and been a contributor to twelve textbooks on
ophthalmic surgery and is the author of more than 100 published papers on
cataract and refractive surgery. He has lectured in 27 countries and been
adjunct or guest professor in universities in ten countries. Dr. Thornton is a
member of the Board of Visitors of Baylor University and Director of the
Thornton Eye Surgery Center in Nashville, Tennessee. Dr. Thornton also serves as
special consultant to us.

Special Consultants

Herbert Gould, M.D. In addition to advising us on new developments in the field
of ophthalmology, Dr. Gould writes a regular column in a number of publications
throughout the United States directed toward the senior market. This is through
arrangements made by ECI as part of our marketing efforts. Dr. Gould is widely
recognized throughout the United States as a pioneer in the delivery of
refractive surgery and aesthetic laser treatment and training. He currently is
President of the New York Keratorefractive Society and is past-President of the
New York Intraocular Lenses Society. Dr. Gould was also awarded the Bronze Medal
of the Cannes Film Festival for his film on intraocular transplantation. He has
performed over 6,000 refractive procedures, trained hundreds of physicians in
the refinement of the procedures and is considered a leader in his field. Dr.
Gould serves as Special Consultant to the Company and is active in a number of
the Company's promotional marketing activities.

                                        7

<PAGE>

Philip J. Shelton, M.D., J.D., F.A.C.S., F.C.L.M., practices both ophthalmology
and law in West Hartford, Connecticut. He received his medical degree from New
York University and completed his ophthalmology training at the Mount Sinai
Hospital in New York City. He earned his J.D. degree from the University of
Connecticut School of Law. Dr. Shelton has authored numerous publications and
lectures internationally on managed care and other medical legal topics. He is
presently Assistant Clinical Professor at the University of Connecticut Medical
School, a guest professor at Yale University, and a lecturer in ophthalmology at
Tufts University. Dr. Shelton is certified by the American Board of
Ophthalmology and specializes in the treatment of cataracts and glaucoma. One of
the first ophthalmologists in the Hartford area to implant intraocular lenses,
Dr. Shelton has always been at the forefront of his field. Dr. Shelton is
President of the New York Intraocular Lens Implant Society and has served as an
officer of several professional organizations. He is on the Board of Governors
of the American College of Legal Medicine and was a founding director, as well
as past Chairman and past President, of ConnectiCare, one of the State's largest
HMO's.

Employees

As of May 1, 2002, we had six full-time employees and two part-time employees,
including one in sales and marketing, and seven in customer service and
administration.

Item 2.  Description of Property.

Our executive offices, which consist of approximately 4,400 square feet, are
located in Tampa, Florida. Our lease expires on July 31, 2003 and provides for a
current annual rental rate of approximately $114,000.

Item 3.  Legal Proceedings.

We are not a party in any litigation, that if adversely determined, would have a
material adverse effect on our business.

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

We did not submit any matter to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended December 31, 2001.

                                        8

<PAGE>

                                     PART II

Item 5. Market Price of And Dividends on The Registrant's Common Equity And
Other Shareholder Matters.

Market Information

Our Class A common stock is traded on the OTC Bulletin Board under the symbol
"EYCR." Set forth below are the high and low bid and asked prices for our class
A common stock on the OTC Bulletin Board for each quarter since the beginning of
1999. These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and may not represent actual transactions.

<TABLE>
<CAPTION>
                                                  Bid Price                   Asked Price
                                                  ---------                   -----------

        Quarter Ended                        High            Low         High              Low
        -------------                        ----            ---         ----              ---
<S>                                         <C>            <C>          <C>              <C>
March 31, 2000 ......................       1.3750         0.6250       1.4375           0.8750
June 30, 2000 .......................       0.7500         0.3125       1.1250           0.3125
September 30, 2000 ..................       0.5000         0.1800       0.5000           0.2500
December 31, 2000 ...................       0.5300         0.1875       0.4375           0.1250
March 31, 2001 ......................       0.4000         0.1250       0.4000           0.1875
June 30, 2001 .......................       0.5100         0.2100       0.6200           0.2200
September 30, 2001 ..................       0.3300         0.0800       0.4500           0.1000
December 31, 2001 ...................       0.5100         0.0800       0.5500           0.0800
</TABLE>

On May 1, 2002 the closing bid price of one share of our Class A common stock on
the OTC Bulletin Board was $0.19.

As of December 31, 2001 there were 234 holders of record of our Class A common
stock.

Dividends

The payment of dividends is within the discretion of our Board of Directors and
depends in part upon our earnings, capital requirements and financial condition.
We have never paid any dividends on our Class A common stock and we do not
anticipate paying such dividends in the foreseeable future. We currently intend
to retain earnings, if any, to finance our operations.

Sales of Unregistered Securities

During 2001, we sold the following securities in transactions that were not
registered under the Securities Act.

In 2001, we issued an aggregate of 1,627,146 shares of class A common stock to
28 accredited investors for a total purchase price of $740,000 (1,577,146 shares
at $0.4375 per share, and 50,000 shares at $1.00 per share). We paid fees in
connection with these sales of $39,000. The Company also issued 9,000 shares to
an employee in lieu of salary ($3,800), 175,000 shares in exchange for
consulting services ($49,000), and 30,000 shares in exchange for interest on
notes payable ($35,625).

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 no underwriters involved in these transactions and
there were no underwriting discounts or commissions 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 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 us and were sophisticated investors.

Item 6.  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 consolidated financial
statements and notes thereto appearing elsewhere in this report.

Results of Operations

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000.

Revenues. Memberships in the Company's program are sold primarily through
independent agents and employee benefit consulting firms either directly to the
member, or to the employee/members through the

                                        9

<PAGE>

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 by 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 year ended December 31, 2001, of $440,331 were nearly $42,000 less
than the prior year primarily because of the loss of two clients who marketed
the company's vision plan as part of their multi-discount plans.

Revenues have declined each period since 1997 primary because of 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 two wholesale marketers of multi-product discount
plans which included the Company's vision plan. Management believes this trend
has begun to reverse and will continue the reversal as new contracts with
wholesale clients (private label marketers who have large markets for the
company's vision plan) are signed and implemented. Although revenues on a per
member basis is expected to decline as the Company moves into this next phase of
its overall marketing strategy, overall sales, as well as net income, is
expected to increase.

Selling, General and Administrative Expenses. The major components of selling,
general and administrative expenses (G&A) are payroll, commissions, business
travel, postage and printing, and professional/consulting fees. A schedule for
the A&G expenses is presented below.

<TABLE>
<CAPTION>
                                                          2001           2000          Change
                                                          ----           ----          ------
               <S>                                    <C>            <C>            <C>
               Payroll & Related Expenses             $1,008,887     $1,078,036     $  (69,149)
               Commissions                               164,251         62,539        101,712
               Business Travel                           185,949        379,452       (193,503)
               Postage & Printing                         81,377        168,398        (87,021)
               Professional/Consulting Fees              147,954        246,457        (98,503)
               Other Expenses                            488,439        462,306         26,133
                                                      ----------     ----------     ----------
                 Total SG&A                           $2,076,857     $2,397,188     $ (320,331)
                                                      ==========     ==========     ==========
</TABLE>

SG&A expenses for the year 2001 declined by over $320,000 from the prior
calendar year.

Payroll and related expenses declined over $69,000 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 this strategy develops, additional employees will be needed.

Commission expense increased nearly $102,000 primarily because the Company
wrote-off advanced commissions to former employee/agents.

Business travel decrease over $193,000 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 $87,000 because the company had
sufficient 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 almost $98,000 because less legal
research was required regarding the licensing requirements in certain states,
fewer legal issues, and less use of financial/public relations consultants.

Interest Expense. For the year 2001, interest expense of $44,372 increased
nearly $40,000 over the prior year as the Company issued additional interest
bearing notes. Interest rates varied between prime plus one percent to twelve
percent, per annum.

Depreciation and Amortization Expense. Since no major depreciable assets were
added during 2001 and 2000, depreciation expense of $17,807 was about $11,000
lower than in 2000.

Current Assets - Due From Shareholders/Officers. This account includes advances
to current and former employees/officers, primarily the CEO and CFO. These
amounts are to be either repaid to the Company or deducted from amounts owed by
the Company to the individuals. Current year activity for these receivables is
shown below.

<PAGE>

         Balance December 31, 2000          $191,886
         Additional advances                 124,894
                                            --------

         Balance December 31, 2001          $316,704
                                            ========

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 $1million in the
year 2001, approximately $600,000 less than 2000, primarily for reductions in
payroll, business travel, printing and postage, and professional/consulting
fees.

During 2001 and 2000 the Company raised nearly $1.1 million and $1.6 million,
respectively, through financing activities from investors (net of expenses of
approximately $39,000 and $72,000, respectively), primarily the sale of common
stock and the issuance of notes payable in 2001 and the sale of preferred stock
in the year 2000.

Going Concern

Note L to our financial statements for the year ended December 31, 2001,
expresses uncertainty as to our ability to continue as a "going concern". On
March 25, 2002, 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. There are no assurances that the
Company will receive any proceeds as a result of the letter of intent. 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. Some of the existing investors have
indicated their intent to continue their support. 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.

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.

Item 7.  Financial Statements.

The financial statements follow Item 13 of this report.

Item 8.  Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.

On May 16, 2002, the Company filed a Form 8 regarding a change in accountants.
There had been no disagreements between the former accountant, Philip J.
Elenidis and Company and ECI from the time the accountant had been retained in
1994 through the time of the change, May 2, 2002.

<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

The following is a list of our directors and executive officers:

        Name                  Age                     Position
        ----                  ---                     --------

Clark A. Marcus               60         Chairman, President, Chief Executive
                                         Officer and Director

James L. Koenig               55         Senior Vice President, Chief Financial
                                         Officer, Secretary and Director

Richard Abrahamson, M.D.      40         Director

Arnold Finestone              71         Director

William H. Koch, M.D.         61         Director

Robert Veligdan, M.D.         52         Director

Sharon Kay Ray                43         Director

John A. Schild                62         Director

Arthur Yeap                   45         Director

Clark A. Marcus, one of our founders, has served as Chairman of the Board and
Chief Executive Officer since September 1993. He also has served as President
since February 1996. Mr. Marcus has been a practicing attorney since 1968 and
was senior partner in the New York law firms of Victor & Marcus and Marcus &
Marcus.

James L. Koenig has been Sr. Vice President, Chief Financial Officer and a
member of our Board of Directors since February 1996. He initially joined us as
an independent sales agent in December 1994. Prior to joining us, he worked in
various accounting/management capacities primarily in the utilities industry.
From 1984 to November 1994, Mr. Koenig was employed by Tampa Electric Company in
various executive capacities ranging from Assistant Controller to Director of
Audit Services and Director of Regulatory Affairs.

Richard Abrahamson, M.D., one of our founders, has been a member of our Board of
Directors since August 1995. Dr. Abrahamson also serves as a member of our
Medical Screening Committee. Since July 1992, Dr. Abrahamson has operated a
private ophthalmology practice specializing in diseases and surgery of the eye.
Dr. Abrahamson advises us on credentials of ophthalmologists, expansion of our
network and sometimes interacts with network providers.

Arnold Finestone has been a member of our Board of Directors since April 2001.
Mr. Finestone is a business management consultant. From 1970 to 1988, he was an
executive with Dart & Kraft, Inc. serving as President of its Dartco subsidiary,
which was engaged in marketing and manufacturing high performance engineering
plastics for consumer and industrial uses and Executive Vice President of the
Chemical-Plastics Group from 1970 to 1982. From 1957 to 1970, he was Vice
President, Director of Planning, Development and Marketing of Foster-Grant, Inc.

William H. Koch, M.D. has been a member of our Board of Directors since February
1996. He has been a psychiatrist and child development specialist since 1974. He
is the Founder and Director of Parent and Child Services, Inc., New York City;
The Parent and Child Consultation Services, New York City; and the "School for
Parents." He is a former member of the faculty of the College of Physicians and
Surgeons, New York City, and Special Consultant to Child Protective Services,
New York City. Dr. Koch also is an author, lecturer and consultant.

Robert Veligdan, D.M.D. has been a member of our Board of Directors since May
1994. He has been a Professor and Instructor at Columbia University since 1977
and lectures on numerous topics relative to dentistry. He is also a staff member
at Columbia University Hospital. He has operated a private dentistry practice
since 1975. Dr. Veligdan is a member of numerous professional associations
including the American Dental Association, the staff of Columbia University
S.D.O.S., Academy of Oral Rehabilitation, Academy of General Dentistry and the
International Congress of Oral Implantologists.

Sharon Kay Ray, one of our founders, has been a member of our Board of Directors
since inception. Since March 1989, she has served as regional marketing
representative for Novo Nordis Pharmaceuticals, a multi-national pharmaceutical
company, and as a special marketing consultant for a number of public and
non-public corporations.

John A. Schild has been a member of our Board of Directors since June 2000. He
has been the Director for the Work Related Benefits Program/Family Independence
Administration/City of New York since 1998, and from 1991-1998 was the Site
Manager.

Arthur Yeap has been a member of our Board of Directors since April 2001. Since
1983 Mr. Yeap has been Chief Executive officer of NovoGroup, consultants and
manufacturers of customer audio and video products for professional use. He also
has been a principal investigator on the staff of the University of California
at Berkley, engaged in research for advanced military and consumer uses for the
Internet. From 1996 to 1999, he was Director of Marketing, Consumer Products for
ITV Corp. From 1995 to 1996 Mr. Yeap was Chief Engineer for WYSIWYG networks.

All our directors hold office until the next annual meeting of stockholders or
until their successors are duly elected and qualified, and all executive
officers hold office at the discretion of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act requires our officers, directors
and persons who own more than ten percent of our class A common stock to file
certain reports of ownership and changes in ownership with the SEC within
specified time periods. Officers, directors and ten-percent stockholders are
required by regulation to furnish us with copies of all Section 16(a) forms they
file. We are not aware of any failures to file reports or report transactions in
a timely manner during the fiscal year ended December 31, 2001.

                                       12

<PAGE>

Item 10. Executive Compensation

The following table sets forth the compensation paid to, earned by or accrued
for our Chief Executive Officer and each of our other executive officers for
whom more than $100,000 was paid or accrued as compensation for the years ended
December 31, 2001, 2000, and 1999 (collectively, the "Named Executive
Officers"):

                               Annual Compensation

<TABLE>
<CAPTION>
                                                                            Cash            Other
Name and Principal Position                                   Year      Compensation    Compensation
---------------------------                                   ----      ------------    ------------
<S>                                                           <C>       <C>             <C>
Clark Marcus                                                  2001       $196.054(3)      $ 6,000(1)
         Chief Executive Officer and President                2000       $180,681(3)      $66,000(1)
                                                              1999       $254,720         $73,333(1)
James L. Koenig                                               2001       $123,242(4)      $ 6,000(2)
         Senior Vice President, Chief Financial               2000       $127,756(4)      $ 6,000(2)
         Officer and Secretary                                1999       $203,691(4)      $ 6,375(2)
</TABLE>


     (1) Includes legal retainer for the years 2000 and 1999 (see Item 12.
     Certain Relationships and Related Transactions); auto allowance (2001 -
     $6,000; 2000 - $6,000; 1999 - $5,000); and life insurance premiums (1999 -
     $4,971).

     (2) Includes auto allowance (2001 - $6,000; 2000 - $6,000; 1999 - $5,000)
     and life insurance premiums (1999 - $1,375).

     (3) Excludes deferred compensation of $175,654 for 2001 and $103,862 for
     2000.

     (4) Excludes deferred compensation of $135,228 for 2001, $107,217 for 2000,
     and $25,000 for 1999.

     Employment Agreements

     Clark Marcus serves as our Chief Executive Officer pursuant to an
     employment agreement which expires in September 2002. The agreement
     provides for a salary of $150,000 per annum, increased by an amount equal
     to the greater of fifteen percent (15%) of the prior year's salary or the
     increase in the consumer price index for the Tampa, Florida area, plus a
     bonus beginning at three percent (3%) of our pre-tax profits in any year
     that our revenues exceed $1 million and increasing up to seven percent (7%)
     of our pre-tax profits in any year that our revenues exceed $4 million. His
     base salary, net of deferred salary of $175,653, for the fiscal year ending
     December 31, 2001 is $196,054. We may terminate his employment for gross
     misconduct in the performance of his duties. If Mr. Marcus' employment is
     terminated within 12 months following a change in control, Mr. Marcus will
     receive his salary, bonus and additional compensation for a period equal to
     the greater of the remainder of the term of the employment agreement or 3
     years.

     James L. Koenig serves as our Senior Vice President and Chief Financial
     Officer pursuant to an employment agreement which expires in February 2001.
     The agreement provides for a salary of $125,000 per annum, increased by an
     amount equal to the greater of ten percent (10%) of the prior year's salary
     or the increase in the consumer price index for the Tampa, Florida area,
     plus a bonus of three percent (3%) of our pre-tax profits in any year that
     our revenues exceed $1 million. His base salary, net of deferred salary of
     $135,228, for the fiscal year ending December 31, 2001 was $123,242. We may
     terminate his employment for gross misconduct in the performance of his
     duties. If Mr. Koenig's employment is terminated within 12 months following
     a change in control, Mr. Koenig will receive his salary, bonus and
     additional compensation for a period equal to the greater of the remainder
     of the term of the employment agreement or 3 years.

     The Company has amended both agreements for extensions for periods that the
     officers have not received full annual salaries, currently resulting in
     extensions through the year 2007.

     Each of Messrs. Marcus and Koenig have entered into agreements with us
     which provide that, for a period of three years following the termination
     of his employment, he will not

          -    engage, directly or indirectly, in a business within the United
               States that markets products or services the same as, similar to,
               or competitive with, our products or services, whether fully
               developed or in the development stage.

          -    solicit or accept business from any entity within the United
               States which is or was a customer of ours during his tenure with
               us, if such business involves one of our products.

          -    solicit the employment of, hire or cause any other entity to
               hire, any of our employees.

Stock Options

          No stock options have been granted to Messrs. Marcus or Koenig.

                                       13

<PAGE>

Stock Option Plan

Our Board of Directors has adopted, and in May 1997 our stockholders approved,
the Eye Care International, Inc. 1997 Stock Option Plan. The stock option plan
is to be administered by the Board of Directors or a committee of the Board.
Pursuant to the plan, options to purchase 750,000 shares of class A common stock
may be granted to directors, employees (including officers) and consultants.

The plan authorizes the issuance of incentive stock options, as defined in
Section 422 (b) of the Internal Revenue Code of 1986, as amended, non-qualified
stock options and stock appreciation rights ("SARs," and together with ISOs and
NQSOS, "Options"). Consultants and directors who are not also employees are
eligible for grants of only non-qualified stock options or non-qualified stock
options in tandem with stock appreciation rights. The exercise price of each
incentive stock option may not be less than 100% of the fair market value of the
class A common stock at the time of grant, except that in the case of a grant to
an employee who owns 10% or more of our outstanding stock or outstanding stock
of a subsidiary or parent of our company, the exercise price may not be less
than 110% of the fair market value on the date of grant. The aggregate fair
market value of the shares covered by incentive stock options, or incentive
stock options in tandem with stock appreciation rights, granted under the plan
that become exercisable by a participant in the plan for the first time in any
calendar year is subject to a $100,000 limitation. The exercise price of each
non-qualified stock option, or non-qualified stock option in tandem with a stock
appreciation right, is determined by the Board of Directors or committee, in its
discretion, but may in no event be less than 85% of the fair market value of a
share of class A common stock at the time of grant.

Subject to the provisions of the plan, the Board of Directors, or the committee,
has the authority to determine the individuals to whom the stock options are to
be granted, the number of shares to be covered by each option, the type of
option, the exercise period, the restrictions, if any, on the exercise of the
option, the terms for payment of the exercise price and other terms and
conditions. No option granted under the stock option plan shall have an
expiration date later than 10 years from the date of grant, and if an incentive
stock option, or a stock appreciation right in tandem with an incentive stock
option, is granted to a person owning 10% or more of our outstanding stock or
the outstanding stock of a subsidiary or of our parent, such incentive stock
option shall not be exercisable after the expiration of five years from the date
of grant. A stock appreciation right may be exercised at any time during the
exercise period of the incentive stock option or non-qualified stock option with
which it is granted in tandem and prior to the exercise of such incentive stock
option or non-qualified stock option. Payments by holders of options upon
exercise of any option may be made (as determined by the Board of Directors or
the committee) in cash, by delivery of shares of common stock or such other form
of payment as may be permitted under the plan.

No options have been granted under the plan.

                                       14

<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information concerning the beneficial
ownership of our common stock as of March 1, 2002 by (i) each stockholder known
by us to be a beneficial owner of more than five percent of the outstanding
common stock; (ii) each executive officer whose compensation for 2001 was in
excess of $100,000; and (iii) all directors and officers as a group.

<TABLE>
<CAPTION>
                                               Amount and Nature
                                                  Of Beneficial                    Percentage of Common Stock
                                                  Ownership(1)                       Beneficially Owned(2)
                                                  ------------                       ---------------------

                                           Class A            Class B             As a %             As a %            As a %
                                           Common             Common              of All             of All            of All
Name                                        Stock              Stock           Common Stock          Class A           Class B
----                                        -----              -----           ------------          -------           -------
<S>                                        <C>              <C>                <C>                   <C>               <C>
Clark Marcus (3)                            75,000            474,100                4.1%                 *              37.1%
Sharon Kay Ray (3)                          23,000            198,200                1.7%                 *              15.5%
Richard Abrahamson, MD (3)                  72,740            181,800                1.9%                 *              14.2%
James L. Koenig (3)                         24,000            130,000                1.2%                 *              10.2%
Robert G. Veligdan, DDS (3)                145,056                 --                1.1%               1.4%               --
William Koch (3)                                --             25,000                  *                 --               2.0%
John A. Schild (3)                              --                 --                 --                 --                --
Arnold Finestone (3)                         5,000                 --                  *                  *                --
Arthur Yeap (3)                             28,486                 --                  *                  *                --

All officers and directors                 373,282          1,009,100               10.4%               3.1%             79.0%
as a group (9 persons)
</TABLE>

*            Less than 1%

          (1) Unless otherwise indicated, each person has sole investment and
          voting power with respect to the shares indicated, subject to
          community property laws, where applicable. For purposes of this table,
          a person or group of persons is deemed to beneficially own any shares
          that such person has the right to acquire within 60 days after May 1,
          2002.

          (2) Calculated as a percentage of the total number of shares of common
          stock issued and outstanding without respect to voting power. Each
          share of class B common stock is entitled to five votes per share, as
          compared to one vote per share of class A common stock. For purposes
          of computing the percentage of outstanding shares held by each person
          or group of persons named above on May 1, 2002, any shares, which such
          person or group of persons has the right to acquire within 60 days
          after such date is deemed to be outstanding for the purpose of
          computing the percentage ownership of such person. As of May 1, 2002,
          we had 12,074,339 shares of class A common stock outstanding and
          1,277,700 shares of class B common stock outstanding, or a total of
          13,352,039 shares of common stock outstanding.

          (3) Address is c/o Eye Care International, Inc., 1511 North Westshore
          Boulevard, Suite 925, Tampa, Florida 33607.

Item 12. Certain Relationships and Related Transactions.

Prior to 2001 we paid Clark Marcus, our President and Chief Executive Officer, a
retainer of $5,000 per month for legal services.

Item 13. Exhibits and Reports on Form 8-K.

          (a) Exhibits.

Exhibit No.                     Exhibit
3.1*          Certificate of Incorporation, as amended.
3.2*          By-laws.
3.3**         Certificate of Designation for Series A Convertible Preferred
              Stock.
10.1**        1997 Stock Option Plan.
10.2*         Employment Agreement with Clark Marcus.
10.3*         Employment Agreement with James L. Koenig.
10.4**        Provider Agreement - Ophthalmologist
10.5**        Provider Agreement - Optometrist/Optician/Optical Outlet
10.6**        Marketing Brochure
10.7**        Membership Enrollment Form
21.1*         Subsidiaries.
-----

*  Incorporated by reference to our Registration Statement on Form 10-SB filed
   on November 1, 1999.
** Incorporated by reference to our Form 10KSB, Amendment No. 2, for the year
   1999.

          (b) Reports on Form 8-K.

Change of Independent Auditors filed May 16, 2002

                                       15

<PAGE>

                                   SIGNATURES

                    In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated:   May 31, 2002

EYE CARE INTERNATIONAL, INC.

By:  /s/      Clark A. Marcus                    By: /s/       James L. Koenig
     ---      ---------------                    -------       ---------------

     Clark A. Marcus                                  James L. Koenig
     President and Chief Executive Officer            Senior Vice President and
     (Principal Executive Officer)                    Chief Financial Officer
                                                      (Principal Financial and
                                                      Accounting Officer)

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant on June XX,
2002 in the capacities indicated.

      Signature                        Title
      ---------                        -----

/s/   Clark A. Marcus                  Chief Executive Officer, President and a
---   ---------------

      Clark A. Marcus                  Director (Principal Executive Officer)

/s/   James L. Koenig                  Senior Vice President and Chief Financial
---   ---------------

      James L. Koenig                  Officer and a Director (Principal
                                       Financial and Accounting Officer)

/s/   Richard A. Abrahamson, M.D.      Director
---   ---------------------------

      Richard A. Abrahamson, M.D.

/s/   William Koch, M.D.               Director
---   ------------------

      William Koch, M.D.

/s/   Robert Veligdan, M.D.            Director
---   ---------------------

      Robert Veligdan, M.D.

/s/   Sharon Kay Ray                   Director
---   --------------

      Sharon Kay Ray

/s/   John A. Schild                   Director
---   --------------

      John A. Schild

/s/   Arnold Finestone                 Director
---   ----------------

      Arnold Finestone

/s/   Arthur Yeap                      Director
---   -----------

      Arthur Yeap

<PAGE>

                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

                   Index to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                        <C>
Report of Independent Accountants - 2001                                    F-2

Report of Independent Accountants - 2000                                    F-3

Consolidated Balance Sheet at December 31, 2001                             F-4

Consolidated Statements of Operations -
       years ended December 31, 2001 and 2000                               F-5

Consolidated Statements of Stockholders' Deficit -
       years ended December 31, 2001 and 2000                               F-6

Consolidated Statements of Cash Flows - years ended
       December 31, 2001 and 2000                                           F-7

Notes to Consolidated Financial Statements                                  F-8
</TABLE>

                                       F-1

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Stockholders
Eye Care International, Inc.

We have audited the accompanying consolidated balance sheet of Eye Care
International, Inc. and Subsidiary as of December 31, 2001 and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Eye Care
International, Inc. and Subsidiary as of December 31, 2001 and the consolidated
results of their operations, changes in shareholders' deficit and cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note L to the
consolidated financial statements, the Company has incurred recurring losses
from operations which raise substantial doubt about the company's ability to
continue as a going concern. Management's plans in regard to this matter are
also described in Note L. These consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

The consolidated financial statements as of and for the year ended December 31,
2000 were audited by other auditors.

New York, New York                          /s/ Most Horowitz & Company, LLP
May 17, 2002                                Most Horowitz & Company, LLP

                                       F-2

<PAGE>

                          PHILIP J. ELENIDIS & COMPANY
                          CERTIFIED PUBLIC ACCOUNTANTS

                        REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors
Eye Care International, Inc.
Tampa, Florida

We have audited the accompanying consolidated balance sheet of Eye Care
International, Inc. and Subsidiary as of December 31, 2000 and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the year ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Eye Care
International, Inc. and Subsidiary as of December 31, 2000 and the results of
its operations, changes in stockholders' deficit and cash flows for the year
then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note L to the
financial statements, the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note L. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Yonkers, New York                         /s/  Philip J. Elenidis & Company, LLP
May 9, 2001

984 North Broadway                             Phone:     (914) 965-1002
Yonkers, New York                              Fax:       (914) 965-8214

                                       F-3

<PAGE>

                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2001
<TABLE>
<S>                                                                                        <C>
ASSETS
Current assets
        Cash                                                                               $      8,694
        Accounts receivable - net of allowance for doubtful accounts of $25,000 in 2001          21,894
        Prepaid interest                                                                         23,894
        Due from stockholder/officers                                                           316,704
        Other current assets                                                                     25,000
                                                                                            -----------

                 Total current assets                                                           396,186

Fixed assets                                                                                     13,777
Deferred offering costs                                                                          86,335
                                                                                            -----------

                 Total assets                                                              $    496,298
                                                                                            ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
        Notes and loans payable                                                            $    766,000
        Accrued expenses and taxes payable                                                      928,307
        Deferred compensation                                                                   546,961
        Deferred revenue                                                                        186,497
                                                                                            -----------

                 Total current liabilities                                                    2,427,765
                                                                                            -----------

COMMITMENTS (Note K)

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: $367,407)                                                        686
Common stock $.001 par value; authorized: 30,000,000 shares;
   issued and outstanding 13,202,060                                                             13,202
Additional paid-in capital                                                                    8,908,615
Accumulated deficit                                                                         (10,853,971)
                                                                                            -----------
                 Total stockholders' deficit                                                 (1,931,467)
                                                                                            -----------

                 Total liabilities and stockholders' deficit                               $    496,298
                                                                                            ===========
</TABLE>

 See notes to consolidated financial statements

                                       F-4

<PAGE>

                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years ended December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                     2001               2000
                                                                     ----               ----
<S>                                                            <C>                 <C>
REVENUES
     Membership fees                                         $     440,331      $     482,362
                                                             -------------      -------------

EXPENSES
     Selling, general and administrative expenses                2,076,857          2,397,189
     Depreciation                                                   17,806             28,732
     Interest                                                       44,372              4,875
                                                             -------------      -------------

           Total expenses                                        2,139,035          2,430,796
                                                             -------------      -------------

           Net loss                                             (1,698,704)        (1,948,434)

Dividends attributable to preferred stockholders                   (41,143)           (26,264)
                                                             -------------      -------------

          Loss attributable to common stockholders           $  (1,739,847)     $  (1,974,698)
                                                             =============      =============

Basic loss per common share                                  $       (0.14)     $       (0.19)
                                                             =============      =============

Weighted average number of shares outstanding                   12,787,254         10,127,068
                                                             =============      =============
</TABLE>

See notes to consolidated financial statements

                                       F-5

<PAGE>

                          EYE CARE INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                     Years ended December 31, 2001 and 2000

<TABLE>
<CAPTION>
                                         Preferred Stock
                                 ------------------------------
                                    Series A         Series B          Common Stock         Paid-In        Retained
                                 ------------------------------      -----------------
                                 Shares  Amount   Shares   Amount    Shares     Amount      Capital        Deficit        Total
                                 ------  ------   ------   ------    ------     ------      -------        -------        -----
<S>                              <C>     <C>      <C>      <C>     <C>          <C>        <C>          <C>            <C>
Balance - Jan 1, 2000              495    $ 1                       9,010,300   $ 9,010    $6,787,245   $ (7,206,833)  $  (410,577)

Net Income                                                                                                (1,948,434)   (1,948,434)
Conversion of preferred stock
  into common stock               (300)                               600,000       600          (600)
Issuance of preferred stock        550            685,715    686                              849,314                      850,000
Issuance of common stock                                            1,750,590     1,751       485,072                      486,823
                                   ---    ---     -------   ----   ----------   -------    ----------   ------------   -----------

Balance - Dec. 31, 2000            745      1     685,715    686   11,360,890    11,361     8,121,031     (9,155,267)   (1,022,188)

Net Income                                                                                                (1,698,704)   (1,698,704)
Issuance of common stock                                            1,841,170     1,841       787,584                      789,425
                                   ---    ---     -------   ----   ----------   -------    ----------   ------------   -----------

Balance - Dec. 31, 2001            745    $ 1     685,715   $686   13,202,060   $13,202    $8,908,615   $(10,853,971)  $(1,931,467)
                                   ===    ===     =======   ====   ==========   =======    ==========   ============   ===========
</TABLE>

See notes to consolidated financial statements

                                       F-6

<PAGE>

                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years ended December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                                    2001             2000
                                                                                    ----             ----
<S>                                                                             <C>               <C>
Cash flow from operating activities net loss                                    $(1,698,704)      $(1,948,434)
Adjustment to reconcile net loss to net used in operating activities
    Write-offs of other current assets and other assets                             143,623
    Issuances of shares for services and interest                                    88,425
    Bad debts                                                                        47,561
    Depreciation                                                                     17,806            28,732
Changes in operating assets and liabilities
    (Increase) decrease in accounts receivables                                     (18,991)           61,538
    Increase in prepaid expenses                                                    (23,894)
    Decrease (increase) in other current assets and other assets                     18,742          (149,371)
    Increase in accounts payable and accrued expenses                               337,392           152,668
    Increase in deferred compensation                                               252,122           280,109
    Decrease in deferred revenue                                                   (132,750)          (30,150)
                                                                                -----------       -----------

Net cash used by operating activities                                              (968,668)       (1,604,908)
                                                                                -----------       -----------

Cash flow from investing activities
    Advances to stockholders/officers                                              (124,818)          (89,882)
                                                                                -----------       -----------

Cash flow from financing activities
    Proceeds from sales of common stock (net of expense of $39,000 in
       2001 and $71,978 in 2000)                                                    701,000         1,336,823
    Proceeds from notes and loans payable                                           498,500           234,000
    Deferred financing costs                                                        (86,335)
    Payments of notes and loans payable                                             (16,500)
                                                                                -----------       -----------

Net cash provided by financing activities                                         1,096,665         1,570,823
                                                                                -----------       -----------

Increase (decrease) in cash                                                           3,179          (123,967)

Cash - January 1,                                                                     5,515           129,482
                                                                                -----------       -----------

Cash - December 31,                                                             $     8,694       $     5,515
                                                                                ===========       ===========

Supplemental disclosures
    Interest paid                                                               $    22,329       $       875
                                                                                ===========       ===========
</TABLE>

See notes to consolidated financial statements

                                       F-7

<PAGE>

                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A - 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 members and members 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.

B - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
---------------------

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, National Vision Services, Inc. (inactive). All
material intercompany balances and transactions have been eliminated.

Estimates
---------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates

Revenues and Commissions Recognition
------------------------------------

Substantially all revenues are earned from membership fees. Membership fees are
recognized on the straight-line basis over the membership period, commencing
upon the expiration of any cancellation periods. Commissions are recognized over
the same period as the related revenues.

Fixed Assets
------------

Fixed assets, consisting primarily of office furniture and equipment, are stated
at cost, net of accumulated depreciation. Fixed assets are being depreciated on
accelerated and straight-line methods over the estimated useful lives of the
assets.

Income Taxes
------------

Deferred income taxes have been provided for temporary differences between
consolidated financial statements and income tax reporting.

                                       F-8

<PAGE>

Stock Based Compensation
------------------------

Compensation costs for stock and warrants issued to employees and non-employees
are based on the fair value method.

Loss Per Share
--------------

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

C - DUE FROM STOCKHOLDERS/OFFICERS

As of December 31, 2001, due from stockholders/officers included the following:

                Loans receivable (a)                   $  262,183
                Loans receivable (a)(b)                    41,065
                Travel advances                            13,456
                                                       ----------

                                                       $  316,704
                                                       ==========

                (a) without specific repayment terms or interest
                (b) stockholder and former officer

D - OTHER CURRENT ASSETS

During the year ended December 31, 2001, the Company wrote-off the following:

                Commission advances              $ 94,004
                Miscellaneous receivables          47,619
                Investment                          2,000
                                                 --------

                                                 $143,623
                                                 ========

E - NOTES AND LOANS PAYABLE

As of December 31, 2001 and 2000, notes and loans payable were as follows:

                Notes Payable (a)(d)             $393,000
                Notes Payable (b)(d)               81,500
                Loans Payable (c)(d)              241,500
                Notes Payable (a)                  50,000
                                                 --------

                                                 $766,000
                                                 ========

                (a) payable through December 2002 with interest ranging from
                    5.75% to 12%, per annum.
                (b) payable on demand with interest at 8%, per annum
                (c) payable without specific repayment terms or interest.
                (d) stockholders

                                       F-9

<PAGE>

F - PREFERRED STOCK

Series A Convertible preferred stock is nonvoting and bears no dividends. Each
share is redeemable by the Company on the third anniversary of issuance at
$1,200, per share, and convertible into 2,000 shares of Class A common stock,
subject to adjustment. Upon a public offering of $5,000,000 or greater, the
shares are automatically convertible.

During the year ended December 31, 2000, the Company issued 550 shares of Series
A preferred stock, at $1,000 per share, for an aggregate of $550,000, and 300
shares of Series A preferred stock were converted into 600,000 shares of Class A
common stock.

Series B Convertible preferred stock votes on an as if converted basis and bears
cumulative dividends at 6%, per annum. Each share is convertible at $0.4375, per
share, into Class A common stock.

In May 2000, the Company issued 685,714 shares of Series B preferred stock at
$0.4375 per share, for an aggregate of $300,000.

As of December 31, 2001, cumulative preferred dividends in arrears were $67,407.

G - COMMON STOCK

Each Class A common share votes at one per share and each Class B common share
votes at five per share.

In January 2001, the Company issued 9,000 shares of Class A common stock to an
employee for salary of $3,800.

In March 2001, the Company issued 175,000 shares of Class A common stock in
exchange for consulting services of $49,000.

In September and October 2001, the Company issued an aggregate of 30,000 shares
of Class A common stock in exchange for interest on notes payable of $11,125.

As of December 31, 2001, the Company has reserved the following shares of common
stock:

                Stock Option Plan                         750,000
                Series A preferred stock                1,490,000
                Series B preferred stock                  685,715
                Warrants                                4,487,718
                                                        ---------

                                                        7,413,433
                                                        =========

H - WARRANTS

During the years ended December 31, 2001 and 2000, the Company issued warrants
to purchase 774,146 and 2,615,572 shares, respectively, of common stock in
connection with sales of Series A common stock, exercisable at $0.50, per share,
through 2005.

                                       F-10

<PAGE>

During the year ended December 31, 2001, the Company issued warrants to purchase
1,048,000 shares of Class A common stock in exchange for additional interest on
notes payable of $24,500, exercisable at varying amounts through 2006.

During the years ended December 31, 2001 and 2000, a summary of warrant activity
was:


<TABLE>
<CAPTION>
                                                                        2001            2000
                                                                        ----            ----
<S>                                                                   <C>             <C>
          Warrants outstanding, beginning of year                     3,098,072         482,500
          Warrants issued as additional interest on notes payable     1,048,000
          Warrants issued on sales of Class A common stock              774,146       2,615,572
          Warrants cancelled                                           (432,500)
                                                                      ---------       ---------

          Warrants outstanding, ending of year                        4,487,718       3,098,072
                                                                      =========       =========

</TABLE>



I - STOCK OPTION PLAN

The 1997 Stock Option Plan (Plan) is administered by the Board of Directors or a
committee thereof and provides for options to purchase 750,000 shares of Class A
common stock to be granted under the Plan to employees (including officers),
directors, independent contractors and consultants to the Company. The Plan
authorizes the issuance of incentive stock options (ISOs), as defined in the
Internal Revenue Code of 1986, as amended, non-qualified stock options (NQSOs)
and stock appreciation rights (SARs). Consultants and directors who are not also
employees of the Company are eligible for grants of only NQSOs and SARs. The
exercise price of each ISO may not be less than 100% of the fair market value of
the common stock at the time of grant, except that in the case of a grant to an
employee who owns 10% or more of the outstanding stock of the Company or a
subsidiary of the Company, the exercise price may not be less than 110% of the
fair market value on the date of grant. The exercise price of each NQSO or SAR
may not be less than 85% of the fair market value of the common stock at the
time of grant. Generally, options shall be exercisable at 20%, per year, and
shall be outstanding for ten years.

As of December 31, 2001, no options have been granted under the Plan.

J - INCOME TAXES

For the years ended December 31, 2001 and 2000, the Company's deferred taxes,
were as follows:



                                                     2000        2001
                                                     ----        ----

         Net operating loss carryforwards         $ 470,000   $ 630,000
         Compensation                               130,000      70,000
         Valuation allowance                       (600,000)   (700,000)
                                                  ---------   ---------
                                                       None        None
                                                  =========   =========

                                      F-11

<PAGE>

    As of December 31, 2001, the tax effects of the components of deferred tax
assets were as follows:

         Net operating loss carryforwards                 $ 3,100,000
         Compensation                                         200,000
         Valuation allowance                               (3,300,000)
                                                          -----------

                                                                 None
                                                          ===========

    As of December 31, 2001, realization of the Company's net deferred tax
assets of approximately $3,300,000 were not considered more likely than not and,
accordingly, a valuation allowance of $3,300,000 was provided.

    The following is a reconciliation of expected income tax benefit utilizing
the Federal statutory tax rate to income tax benefit reported on the statement
of operations.

                                                           2001         2000
                                                          ------        ----

Expected income tax benefit                             $ 600,000    $ 700,000
Change in valuation allowance arising in current year    (600,000)    (700,000)
                                                        ---------    ---------

                                                             None         None
                                                        =========    =========

    As of December 31, 2001, the Company had net operating loss carryforwards of
approximately $9,000,000 available to reduce future taxable income expiring
through 2016.

K - COMMITMENTS

Lease
-----

The Company is committed under a lease for office space through June 30, 2003,
with an option to renew for one year. For the years ended December 31, 2001 and
2000, rent expense was $98,922 and $87,576, respectively.

As of December 31, 2001, future minimum annual payments under the lease were:

    Years Ending December 31,

                2002                    $100,620
                2003                      51,426
                                        --------

                                        $152,046
                                        ========

                                      F-12

<PAGE>

Employment Agreement
--------------------

The Company is committed under two employment agreements with officers,
originally expiring in 1999 and 2001, with original base salaries of $150,000
and $125,000, respectively. Each provides for annual increases of no less than
15% and 10%, respectively, or increases in the Consumer Price Index, bonuses
equal to 3% of pretax income above $1,000,000 and certain life and disability
insurance.

The Company has amended both agreements for extension for the periods the
officers have not received full annual salaries, currently resulting in
extensions through 2007.

L - GOING CONCERN

The consolidated financial statements have been prepared on a going concern
basis, which contemplates realization of assets and liquidation of liabilities
in the ordinary course of business. As of December 31, 2001, the Company had
substantial negative working capital and accumulated deficit, resulting from
recurring losses. The ability to continue as a going concern is dependent, among
other things, upon the Company's obtaining additional working capital from
equity or debt financings and the attainment of profitable operations.

Management believes that it has the necessary plan sponsors to obtain sufficient
members to achieve profitability, but will continue to require additional
working capital financing until that profitability is achieved. The Company is
in the process of obtaining additional equity financing (Note N).

However, there is no assurance that additional financing will be obtained nor
revenues will generate profitable operations. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

M - CHANGE IN ESTIMATE

As of December 31, 2001, the Company revised its estimating method for deferred
revenue resulting in additional membership fees of $98,682. In the future, and
upon obtaining an improved membership reporting system, the Company will most
likely further improve its membership fee reporting.

N - SUBSEQUENT EVENTS

Notes Payable
-------------

Subsequent to December 31, 2001, the Company borrowed an aggregate of $347,000
from stockholders and others, payable one year from the date of issue with
interest ranging from prime plus 1% to 12%, per annum. In connection with
certain notes, the Company also issued warrants to purchase 260,000 shares of
Class A common stock as additional interest. Each warrant is exercisable at
varying prices per share for five years.

                                      F-13

<PAGE>

Common Stock
------------

Subsequent to December 31, 2001, the Company issued an aggregate of 175,000
shares of Class A common stock and warrants to purchase 175,000 shares of common
stock for $75,000. Each warrant is exercisable at varying prices per share for
five years.

Private Placement
-----------------

In March 2002, the Company entered into a letter of intent with a placement
agent to underwrite a private placement of $2,500,000, consisting of notes
payable of $2,000,000; 1,500,000 shares of common stock, and warrants to
purchase 500,000 shares of Class A common stock. The notes will be due the
earlier of October 30, 2003 or completion of a public offering of the Company's
securities, with interest of 11% per annum. The warrants will be exercisable for
five years following the offering, at $1.00 per share. The offering will also
allow both the Series A and Series B preferred stockholders to convert their
shares into additional notes, Class A common stock and warrants as it they were
purchasing under the private placement at $1,000 and $0.4375, per share.

The placement agent shall receive a fee equal to 10% and a non-refundable
expense allowance equal to 2% of the aggregate proceeds of the private placement
sold, plus warrants to purchase 5,000 shares of Class A common stock at $1.00,
per share.

O - RECLASSIFICATIONS

Certain 2000 amounts have been reclassified to conform to 2001 classifications.

                                      F-14

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.  Exhibit

3.1*                Certificate of Incorporation, as amended
3.2*                By-laws
3.3**               Certificate of Designation for Series A Convertible
                    Preferred Stock
10.1**              1997 Stock Option Plan
10.2*               Employment Agreement with Clark Marcus
10.3*               Employment Agreement with James L. Koenig
10.4**              Provider Agreement - Ophthalmologist
10.5**              Provider Agreement - Optometrist/Opticians/Optical Outlets
10.6**              Marketing Brochure
10.7**              Membership Enrollment Form
10.8***             Letter of Intent
10.9****            Network Service Agreement with Motivano
10.10****           Agreement for Services with 1stinhealth.com, Inc.
21.1*               Subsidiaries

*     Incorporated by reference to our Registration Statement on Form 10-SB
      filed on November 1, 1999.
**    Incorporated by reference to our Form 10KSB, Amendment No. 2, for the year
      1999.
***   Incorporated by reference to our Form 10KSB, Amendment No. 1+ for the
      year 2000.
****  Incorporated by reference to our Form 10QSB, Amendment No. 1, for the
      quarter ended September 30, 2001.