<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, 1998

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

                    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 $544,140.

     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 March 1, 2000 was $7,607,469.

                   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 March 1, 2000, the issuer had 8,012,604 shares of class A common
stock, $.001 par value, outstanding.

     Transitional Small Business Disclosure Format: Yes /_/   No /X/

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>
                                     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 significantly reduced rates.

         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 over 11,000 locations, and is comprised of over 1,600
ophthalmologic practices and nearly 10,000 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. 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 offering a full range of eye care/eyewear services, 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 optholmologist'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 at the Medicare allowable
rate.

         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.

         Our revenues are derived from membership fees paid to us by individual
subscribers and sponsoring organizations that offer our vision care program to
their employees or members. 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 $1,693,000
for 1997, $2,779,000 for 1998 and $2,293,000 for 1999. The report of our
independent auditor 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 sales and marketing organization.
Although we believe that marketing arrangements entered into since September
1999 will produce significant revenues commencing in the third quarter of 2000,
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, large sales
organizations, religious and fraternal organizations and 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 or
members 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.

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.

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Industry Overview

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

         o    Approximately $11 billion is spent on eyeglasses

         o    Approximately $2 billion is spent on contact lenses.

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

         o    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.

         o    Opticians make and adjust eyewear using prescriptions supplied by
              optometrists or ophthalmologists
         o    Optometrists specialize in examination, diagnosis and treatment
              of conditions of the vision system, including fitting and
              prescribing contact lenses
         o    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 programs.

         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 eyecare/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


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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 eye wear and eyecare is
expected to expand significantly. This is the age group when most people
experience presbyopia, 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 eyecare 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)

<TABLE>
<CAPTION>


                                                                     Percentage of
                                                          Number of People       Population
                                     1995                     Wearing             Wearing
      Age                         Population              Corrective Lens     Corrective Lenses
     -----                       -------------          ------------------   -------------------
     <S>                                <C>                         <C>                <C>
     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%
                                       -----                      -----               ----
                                 Total 262.6                      157.1                60%
                                       =====                      =====               ====

</TABLE>



                                        3

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Our Vision Plan

         Our vision plan offers members the following services and products:

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

                  o   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.

                  o   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.

                  o   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.

                  o   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.

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

                  o   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.

                  o   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.

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



                                        4

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         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 nearly 10,000 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


                                        5

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various 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. 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
administrative functions.

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

          o    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

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

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

          o    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.

         We have retained the services of a public relations firm to increase
public awareness of our network. In addition, 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 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



                                        6

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against established organizations, including health maintenance and preferred
provider organizations that provide group health care on a discount basis to
their members. These organizations are insurance related, and individuals must
therefore be members of the insured group to participate in discounts. Although
these types of organizations may represent competition, they also represent a
viable market for the sale of our vision care plan, since our vision care plan
can be sold as a supplement to an insurance program, or may be used to decrease
these entities' costs through utilization of our lower price structure with our
ophthalmological providers and our serving as a third party administrator. 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. The following entities offer vision programs
that compete with the ECI plan:

         o    Vision Service Plan, Inc. offers an optometric insurance-based
              program.

         o    Cole National Corp. owns or operates optical locations located at
              JC Penney, Sears, Montgomery Ward and Pearle, Inc.

         o    MemberWorks, a packager of various affinity programs having in the
              aggregate over 4 million members, offers a discount vision plan
              (optometric only) which, until recently, was serviced by Cole
              National Corp. and Outlook Vision. We are the vision eye
              care/eyewear provider for various MemberWorks private label
              programs.

         o    Spectera, Inc., a health care insurer, offers a discount vision
              benefit as part of its benefit programs.

         Although ECI competes with these and other 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. As an indication of
the effectiveness of ECI's marketing strategy, although we continue to compete
with those entities described above, we have recently entered into relationships
with both MemberWorks and Spectera which gives those entities the right to use
our provider network and entitles their members to receive the discounts offered
by our providers, thus making those entities ECI's customers. We expect this
trend to continue and, indeed, accelerate since these entities continue to
compete not only against ECI but themselves as well, and now, at least some of
them can promote the fact that they too, are in a position to offer discounts on
ophthalmology services.

         Notwithstanding the fact that ECI now services, in whole or in part,
some of its vision care competitors, ECI believes it has a number of competitive
advantages over all other vision care plans.

         o    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.

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



                                        7

<PAGE>




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

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

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

         o    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.

         o    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.

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

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

         o    We have exclusive contracts directly with 100% of our
              ophthalmologists and approximately 65% of the optometric locations
              in our network. This direct contact has a positive impact on our
              ability to handle customer grievances.

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 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.




                                        8

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Warren D. Cross, M.D. graduated from the University of Southern California,
attended Baylor College of Medicine and did 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



                                        9

<PAGE>

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.

Philip J. Shelton, M.D., J.D.,F.A.C.S., F.C.L.M., practices both ophthalmology
and law in West Hartford, CT. 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 March 1, 2000, we had twelve full-time employees, including
three in sales and marketing, and nine 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 $87,576.


Item 3.  Legal Proceedings

         We are not a party 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, 1999.


                                       10


<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 1998. These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not represent actual transactions.

                                    Bid Price                 Asked Price
                               ------------------       ---------------------
     Quarter Ended              High        Low          High              Low
     -------------             -----      ------        ------           ------
March 31, 1998..............   5.375        2.25          6.25             3.00
June 30, 1998 ..............    5.00        2.00          5.00             2.00
September 30, 1998..........   3.375      1.6875        4.1875             1.75
December 31, 1998...........    3.25        1.25          3.25           1.3750
March 31, 1999..............   2.125        0.75         2.375           0.8125
June 30, 1999 ..............  1.0625        0.50         1.125             0.50
September 30, 1999..........    0.73        0.25        0.8125             0.40
December 31, 1999...........  1.0625        0.25        1.1875             0.34

         On March 1, 2000 the closing bid price of one share of our class A
common stock on the OTC Bulletin Board was $0.937.

         As of December 31, 1999 there were 229 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 intend to retain earnings, if any, to finance our operations.

Sales of Unregistered Securities

         During 1999, we sold the following securities in transactions that were
not registered under the Securities Act.

         1.       From January through August of 1999, we sold an aggregate of
                  506,500 shares of class A common stock to 20 accredited
                  investors for a total purchase price of $506,500 ($1.00 per
                  share).

         2.       In November and December of 1999, we sold an aggregate 495
                  shares of series A convertible preferred stock to 4 accredited
                  investors for a total purchase price of $495,000 ($1,000 per
                  share). Each share of series A convertible preferred stock is
                  convertible into 2,000 shares of class A common stock.

         These transactions were exempt from the registration requirements of
the Securities Act under Section 4(2) of the Securities Act and Rule 506 of
Registration D. There were 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.


                                       11

<PAGE>


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 financial statements
and notes thereto appearing elsewhere in this report.


Results of Operations

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Sales. Sales for the year ended December 31, 1999, of $532,677 were nearly
$105,000, or 17%, less than the $637,941 recorded during the same time period in
1998. This decrease was primarily due to reduced sales of approximately $178,000
by one of our clients who packages and sells discount multi-health care programs
that includes ECI as the vision care provider, partially offset by sales to two
new clients totaling approximately $79,000.

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 profession/consulting fees. G&A expenses of
$2,536,855 were approximately $236,000, or about 9%, lower than the $2,772,858
for the year ended December 31, 1998. A $152,000 decline in commission
expenses, as well as a $71,000 decline in telephone expenses and a $69,000
decline in professional/consulting fees, was partially offset by an $52,000
increase in payroll and related payroll expenses.

Commissions declined by approximately $152,000, from $513,142 in 1998 to
$361,606 in 1999, because fewer equity dollars (the sales of common stock via
private placements), upon which commissions are paid, were raised in 1999 as
compared to 1998.

Telephone expenses decreased by nearly $71,000 to $40,960 in 1999 because lower
rates were negotiated in early 1999 and allowed credits were used to offset 1999
charges.

                                       12
<PAGE>

Consulting/professional expenses declined from $421,288 in 1998 to $351,838 in
1999, a decrease of approximately $69,000, mainly due to an extraordinary level
of legal activity in 1998 and the company's efforts to reduce 1999 spending.

Payroll and employee expenses increased by $52,000 to $1,025,975 in the year
1999 because of the addition of 4 employees in late 1998 and early 1999. and
general payroll increases.

Business travel and postage and printing expenses were nearly the same level in
1999 as in 1998.

Interest Income. Interest income for 1999 of $11,463 was about $40,000 lower
than the interest earned in 1998. As a result of a private equity placement in
late 1997 and 1998, we maintained a cash balance significantly higher in 1998
than in 1999 and we were thus able to invest more principal in interest bearing
securities.

Interest Expense. During 1999, interest expense of $4,699 was nearly the same as
in 1998.

Depreciation and Amortization Expense. Since no major depreciable assets were
added during 1999, and with the January 1, 1999 adoption of Statement of
Position 98-5, "Reporting on the Cost of Start-up Activities", depreciation and
amortization expense of $31,739 was nearly $177,000 lower in 1999 than in 1998.

Change in Accounting Principle. Effective January 1, 1999, we adopted Statement
of Position 98-5, "Reporting on the Costs of Start-up Activities",. This
statement requires that certain costs of start-up activities and organization
costs be expensed as incurred rather than capitalized and amortized under
previous accounting principles. The cumulative effect of the change on net
income was $749,433, net of taxes in the amount of $0, since we had loss
carryforwards.



                                       13
<PAGE>



Liquidity and Capital Resources

Since inception, our expenses have consistently exceeded our revenues.
Operations have primarily been funded from the issuance of debt and equity
securities aggregating approximately $7 million. All debt and related interest,
except for $50,000 of debt, was converted into equity in 1997 at a conversion
rate of $1.00 per share of common stock; there was no gain or loss on the
conversion. We used cash for operating activities of approximately $1.5 million
and $2.2 million in 1999 and 1998, respectively, primarily for payroll, business
travel and professional/consulting fees.

We invested $2,472 and $65,933 in 1999 and 1998, respectively, to acquire
computers and office furniture. During 1999 and 1998 we raised $977,500 and
$2,466,599, respectively, through financing activities, primarily the sale of
common stock at a price of $1 per share.

Going Concern

Note F to the audited financials expresses the uncertainty of our ability to
continue as a going concern. We believe that significant revenues will be
generated commencing in the third quarter of 2000 as a result of marketing
arrangements entered into since September 1999.

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. We
undertake no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events.

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.

         None

                                       14

<PAGE>
                                    PART III

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

The following is a list of our directors and executive officers:
<TABLE>
<CAPTION>
Name                                Age                       Position
-----                              -----                      --------
<S>                                 <C>                  <C>
Clark A. Marcus                     57               Chairman, President, Chief Executive
                                                     Officer and Director

James L. Koenig                     52               Senior Vice President, Chief Financial
                                                     Officer, Secretary and Director

Richard Abrahamson, M.D.            38               Director

William Koch, M.D.                  59               Director

Robert Veligdan, M.D.               50               Director

Steven Handwerger                   57               Director

Sharon Kay Ray                      41               Director

</TABLE>

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.

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.



                                       15


<PAGE>


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.

Steven Handwerger has been a member of our Board of Directors since February
1996. He has been employed by Halmode Apparel (a division of Kellwood) since
December 1996, where he is in charge of merchandising and sales for the Plaza
South Division. From December 1991 through December 1996, he was President of
Santa Fe Enterprises, a dress manufacturer.

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.

         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. We
do not have an audit committee.

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, 1999.



                                       16

<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 officer for whom
more than $100,000 was paid or accrued as compensation for the years ended
December 31, 1999, 1998 and 1997 (collectively, the "Named Executive Officers"):

                               Annual Compensation
<TABLE>
<CAPTION>

                                                                  Cash
Name and Principal Position                      Year             Compensation          Other Compensation
---------------------------                      ----             ------------          ------------------
<S>                                              <C>              <C>                   <C>
Clark Marcus                                     1999             $254,720              $73,333(1)
     Chief Executive Officer and President       1998             $213,745              $81,241(1)
                                                 1997             $128,933              $89,034(1)

James L. Koenig                                  1999             $203,694              $ 6,375(2)
     Senior Vice President, Chief Financial      1998             $154,341              $20,200(2)
     Officer and Secretary                       1997             $113,702                   --

</TABLE>

------------------
(1) Includes legal retainer (see Item 12. Certain Relationships and Related
    Transactions); auto allowance (1999 - $5,000; 1998 - $5,390); and life
    insurance premiums (1999 - $4,971; 1998 - $8,563; and 1997 - $1,339); and
    reimbursement for overnight child care expenses while out-of-town on
    business (1998 - $22,879; 1997 - $15,727).

(2) Includes auto allowance (1999 - $5,000; 1998 - $18,000) and life insurance
    premiums (1999 - $1,375; 1998 - $2,200).

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 for the fiscal year ending December
31, 1999 is $241,546. 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 for the fiscal year ending December 31, 1999
is $199,650. 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.

    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

         o        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.

         o        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.

         o        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.


                                       17

<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 500,000 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 late 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.

                                       18

<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, 2000 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 1999 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                5.8%                  *                34.4%
Eva Katzman (3)                         -              268,600(4)             2.9%                  *                19.3%
Sharon Kay Ray (3)                  23,000             198,200                2.4%                  *                14.4%
Richard Abrahamson, MD(3)           72,740             181,800                2.7%                  *                13.2%
James L. Koenig (3)                 24,000             130,000                1.6%                  *                 9.4%
Robert G. Veligdan,DDS(3)           62,500                   -                   *                  *                  --
William Koch (3)                         -              25,000                   *                 --                 1.8%
Steven Handwerger(3)                 5,000                   -                   *                  *                  --
All officers and directors         262,240           1,009,100                13.5%                3.3%              73.2%
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 March 1, 2000.

(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 March 1, 2000, 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 March 1, 2000,
         we had 8,012,604 shares of class A common stock outstanding and
         1,377,700 shares of class B common stock outstanding, or a total of
         9,390,304 shares of common stock outstanding.

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

(4)      Includes 193,600 shares of Class B common stock owned personally by
         Mrs. Katzman and 75,000 shares of Class B common stock held in trust
         the minor children of Jerry Katzman, M.D., formerly an officer and
         director. Dr. Katzman disclaims beneficial ownership or control over
         all of said shares.

Item 12.  Certain Relationships and Related Transactions

         We pay 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
21.1*             Subsidiaries
27.1              Financial Data Schedule
-------
* Incorporated by reference to our Registration Statement on Form 10-SB filed on
  November 1, 1999.

(b) Reports on Form 8-K.

    None
                                       19

<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: March 30, 2000

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 March 30, 2000 in the capacities indicated.

             Signature                        Title
             ---------                        -----
/s/ Clark A. Marcus
--------------------------------              Chief Executive Officer,
    Clark A. Marcus                           President and a Director
                                              (Principal Executive Officer)
/s/ James L. Koenig
--------------------------------              Senior Vice President and
    James L. Koenig                           Chief Financial Officer and a
                                              Director (Principal Financial
                                              and Accounting Officer)

--------------------------------              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/ Steven Hardwerger
--------------------------------              Director
    Steven Hardwerger

--------------------------------              Director
    Sharon Kay Ray




<PAGE>



                   Index to Consolidated Financial Statements



                                                                        Page

Independent Auditor's report                                             F-1

Consolidated balance sheet at December 31, 1999                          F-2

Consolidated statements of income and retained earnings
  for the years ended December 31, 1999 and 1998                         F-3

Consolidated statements of changes in common equity for
  the years ended December 31, 1999 and 1998                             F-4

Consolidated statements of cash flows for the years ended
  December 31, 1999 and 1998                                             F-5

Notes to consolidated financial statements                               F-6
<PAGE>


                          PHILIP J. ELENIDIS & COMPANY
                          CERTIFIED PUBLIC ACCOUNTANTS




                          INDEPENDENT AUDITOR'S REPORT

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, 1999 and the consolidated
statements of income and retained earnings, changes in common equity and cash
flows for the years ended December 31, 1999 and 1998. 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 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, 1999 and the results of
its operations, changes in common equity and cash flows for the years ended
December 31, 1999 and 1998 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 F 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 F. 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
March 27, 2000


984 North Broadway                                         Phone: (914) 965-1002
Yonkers, New York 10701                                    Fax:   (914) 965-8214


                                       F-1

<PAGE>



                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET





                                     ASSETS
                                                    December 31,
                                                        1999
                                                     ---------
Current assets
  Cash                                               $ 129,482
  Accounts receivable                                  112,002
  Miscellaneous receivables and
    advances                                           139,998
                                                     ---------
                                                     $ 381,482
Fixed assets - net of accumulated
  depreciation                                          60,315

Other assets
  Organization expense - net of
    accumulated amortization                                --
                                                     ---------

      Total assets                                   $ 441,798
                                                     =========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities
  Accrued expenses and taxes payable                $  452,978
  Notes payable                                         50,000
                                                    ----------
                                                    $  502,978
                                                    ----------
 Stockholders' equity
  Capital stock
  - 30,000,000 shares of $.001 par
    value common stock authorized:
    9,010,304 shares issued and outstanding              9,010
  - 10,000,000 shares of $.001 par
    value preferred stock authorized:
    495 shares issued                                        1
  Paid in capital                                    6,894,325
  Retained earnings                                 (6,964,516)
                                                    ----------
                                                    $  (61,180)
                                                    ----------

    Total liabilities and
     stockholders' equity                           $  441,798
                                                    ==========


The accompanying auditor's report and notes are an integral part of these
financial statements.

                                       F-2
<PAGE>







                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

             CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS


                                                For the years ended December 31,
                                                    1999              1998
                                                    ----              ----
Revenue
   Membership fees                               $   532,677      $   637,941
   Interest                                           11,463           51,705
                                                 -----------      -----------
                                                 $   544,140      $   689,646

General and administrative expenses                2,536,855        2,772,858
Interest                                               4,699            5,833
Depreciation and amortization                         31,739          208,722
                                                 -----------      -----------
                                                   2,573,293        2,987,413
                                                 -----------      -----------

Loss from operations                              (2,029,153)      (2,297,767)

Other income - proceeds from lawsuit                      --            5,000
                                                 -----------      -----------

Loss before cumulative effect
  of accounting change                            (2,029,153)      (2,292,767)

Cumulative effect of accounting
  change to adopt SOP 98-5                          (749,433)              --
                                                 -----------      -----------
Net loss                                          (2,778,586)      (2,292,767)

Retained earnings - January 1,                    (4,185,930)      (1,893,163)
                                                 -----------      -----------
Retained earnings - December 31,                 $(6,964,516)     $(4,185,930)
                                                 ===========      ===========
Earnings per share                                     $(.31)          ($0.28)
                                                 ===========      ===========


The accompanying auditor's report and notes are an integral part of these
financial statements.


                                       F-3


<PAGE>

                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

               CONSOLIDATED STATEMENT OF CHANGES IN COMMON EQUITY

                               Common        Paid-in        Retained
                               Equity        Capital        Earnings

Balance December 31, 1997      $6,297      $3,452,940     ($1,893,163)

Net Income/(Loss)                                         ($2,292,767)
Issuance of Capital Stock      $2,207      $2,464,392

Balance December 31, 1998      $8,504      $5,917,332     ($4,185,930)

Net Income/(Loss)                                         ($2,778,586)
Issuance of Capital Stock      $  506      $  976,989

Balance December 31, 1999      $9,010      $6,894,325     ($6,964,516)





                                       F-4




<PAGE>



                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                For the years ended December 31,
                                                      1999              1998
                                                      ----              ----
 Cash flow from operating activities
  Net loss                                         $(2,278,586)     $(2,292,767)

 Adjustment to reconcile net income
  to net cash provided by operating activities
  Depreciation and amortization                         31,739          208,722
  Accounting change                                    749,433

 Changes in operating assets and liabilities
  Decrease in accounts receivables                      56,479          146,737
  Increase or increase in miscellaneous
    receivables and advances                             8,303         (116,545)
  Increase or decrease in accrued expenses
    and taxes payable                                  428,345         (115,330)
                                                   -----------      -----------

 Net cash provided by operating activities          (1,504,288)      (2,169,183)

 Cash flow from investing activities
  Purchase of fixed assets                              (2,472)         (65,933)

 Cash flow from financing activities
  Proceeds from sale of capital stock                  977,500        2,466,599
                                                   -----------      -----------

 Increase or decrease in cash                         (529,260)         231,483

 Cash - January 1,                                     658,742          427,259
                                                   -----------      -----------

 Cash - December 31,                                   129,482          658,742
                                                   -----------      -----------

 Supplemental disclosures
   Interest paid                                         4,153            5,833
                                                   -----------      -----------

  Income taxes paid                                        -0-               -0-
                                                   ===========      ============

The accompanying auditor's report and notes are an integral part of these
financial statements.

                                       F-5


<PAGE>

                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998

 Note A - NATURE OF THE ORGANIZATION
          --------------------------

          Eye Care International, Inc. and Subsidiary (the Company) markets
          vision care benefit plans and enhancements to plans provided by
          others. The Company's benefit plans and plan enhancements afford its
          member/subscribers, and those of its plan sponsors (employers,
          associations, etc.) and other licensed organizations, the opportunity
          to obtain discounted services from its national network of ophthalmic
          physicians. Through contractual arrangements with others, the
          Company's plans also provide its member/subscribers with access to
          providers of eye wear and other benefits on a discounted basis.

          The Company's principal operating revenues consist of annual fees
          charged to participating physicians and user fees charged either
          directly to its member/subscribers, or indirectly through plan
          sponsors or through licensing arrangements with providers of other
          benefit plans in exchange for access by their member/subscribers to
          the Company's network of ophthalmologists on a similarly discounted
          basis.

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         1. Principles of Consolidation
            ---------------------------

           The consolidated financial statements include the accounts of the
           Company and its wholly owned subsidiary, National Vision Services,
           Inc. All significant intercompany transactions and balances have
           been eliminated in consolidation.

        2. Revenue Recognition
           -------------------

           The Company sells one, two and three year memberships in its vision
           plan. At the time of enrollment, it issues a membership kit that
           includes a membership card, network providers and other materials
           which completes the Company's obligation during the term of
           membership. After thirty days, the membership cannot be cancelled,
           therefore membership fees are recognized in full at the time of
           enrollment. Membership fees however, can neither be determined nor
           estimated until reported to the Company by the selling organization
           and are subject to possible subsequent audit by the Company at its
           option under the terms of the related agreement. Accordingly,
           depending on the timeliness and accuracy of membership reports
           received (which are presently beyond the Company's control),
           membership income is not recognized in the Company's financial
           statements until reported


                                       F-6
<PAGE>



                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998

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

         2. Revenue Recognition (continued)
            -------------------

            by licensees, which may be in periods later than those in which they
            were earned and subject to adjustment in subsequent periods.


         3. Fixed Assets and Depreciation
            -----------------------------

            Fixed assets are recorded at cost. Depreciation of fixed assets is
            recorded using accelerated and straight line methods over the
            estimated useful lives of the related assets.

         4. Income Taxes
            ------------

            Income taxes are to be provided for the tax effects of transactions
            reported in the financial statements. Provisions will be made for
            deferred income taxes, which result from timing differences between
            expenses and income as reported for financial statement purposes and
            their deductibility or exclusion for income tax purposes, when
            appropriate.

         5. Warrants
            ---------

            The Company has issued 482,500 warrants for the purchase of common
            stock. Of these warrants, 82,500 have an exercise price of $1.00 per
            share and expire at various dates from January 2001 to April 2003.
            The warrants were issued to individuals who made loans to the
            Company in 1995 through 1997 at the rate of one warrant per dollar
            loaned. Upon maturity, $32,500 of the notes were paid in full
            without the holder exercising the warrants. The remaining 50,000
            warrants relate to the notes payable detailed in Note C.





                                       F-7
<PAGE>



                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998


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

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

            The remaining 400,000 warrants were issued in 1998 to an individual
            as an incentive to sign a "spokesperson" contract for future
            service. These warrants have an exercise price of $1.50 per share
            and expire in June 2003. Conversion of these warrants would have a
            negligible affect on earnings per share computation.




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

            In late 1999, the Company issued 495 shares of convertible preferred
            stock at a price of $1,000 per share. Each share of preferred stock
            is convertible into 2,000 shares of common stock and has a
            liquidation preference of $1,000 per share. We have the right to
            redeem shares of series A convertible preferred stock on the third
            anniversary of the date shares of series A convertible preferred
            stock were first issued at a redemption price of $1,200 per share.


         7. Change in Accounting Principle
            ------------------------------

            Effective January 1, 1999, the Company adopted Statement of Position
            98-5, Reporting on the Costs of Start-up Activities. This statement
            requires that certain costs of start-up activities and organization
            costs be expensed as incurred rather than capitalized and amortized
            under previous accounting principles. The cumulative effect of the
            change on net income was $749,433.

Note C - NOTES PAYABLE
         -------------

         The Company is indebted to two stockholders in the amount of $25,000.00
         each. The monies bear interest at the rate of 8% and are payable upon
         demand.


Note D - INCOME TAXES
         ------------

         Substantially all of the Company's retained earnings deficit will be
         available as an operating loss carryforward to reduce future income tax
         obligations as may be incurred through the year 2015. However, because
         of the Company's relatively short operating history, the potential tax
         benefit of this loss has been valued at zero in the financial
         statements and will remain so until realized or until the criterion in
         Financial Accounting Standards Board Statement No. 109, Accounting for
         Income Taxes, for recognition of a deferred tax asset has been met.




                                       F-8

<PAGE>


                   EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998


Note E - COMMITMENTS AND CONTINGENCIES
         ----------------------------

         The Company leases its present offices under an operating lease
         expiring on July 31, 2003 with an option to renew for one year. Rent
         expense for the years amounted to $87,576 and $54,416 respectively.
         Future minimum rental commitments at December 31, 1999 are as follows:


                         2000          $ 92,048
                         2001            96,523
                         2002           100,992
                         2003            42,855
                                       --------
                                       $419,994
                                       ========

Note F - GOING CONCERN
         -------------

         As shown in the accompanying financial statements, the Company has
         incurred substantial losses from operations. Management believes that
         the Company will generate significant new business in the future and
         also be able to sell shares of its capital stock to outsiders beginning
         in January, 2000. Absent an increase in revenue or the sale of shares
         of stock, there may be uncertainty about the Company's ability to
         continue as a going concern. The financial statements do not include
         any adjustments that might result from the outcome of this uncertainty.




                                       F-9
<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
21.1*             Subsidiaries
27.1              Financial Data Schedule
-------
* Incorporated by reference to our Registration Statement on Form 10-SB filed on
  November 1, 1999.