<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, 2000

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


                        Commission file number 0-27889

                         EYE CARE INTERNATIONAL, INC.

                (Name of Small Business Issuer in its Charter)

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

     1511 North Westshore Boulevard, Suite 925
                   Tampa, Florida                              33607

      (Address of principal executive offices)               (Zip Code)

                                (813) 289-5552

                        (Registrant's telephone number)

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

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

       None                                                 None

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

                     Class A common stock, $.001 par value

                               (Title of Class)

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X]  No [_]

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

     Revenues for the issuer's most recent fiscal year were $482,362.

     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, 2001 was $1,991,394.

                  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, 2001, the issuer had 10,620,767 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 rates which range from 20% to 60% below retail. Additional details
regarding these discounts are presented in the remaining part of the section and
in the section entitled "Our Vision Plan."

         We believe that we are the only national discount vision network with
ophthalmologists who have agreed to discount all of their medical services, as
well as the nation's largest optometric discount vision network. This would make
ECI the only national discount vision network which combines ophthalmology
services provided by medical doctors with optometric products and services
provided by optometrists, opticians and optical locations. Our network has
providers at nearly 13,000 locations, and is comprised of over 1,600
ophthalmologic practices and over 11,000 optometric, optician and optical
locations. Ophthalmologists, optometrists and opticians participating in our
vision care network are located within reasonable proximity to all major
metropolitan areas within the United States. As a general guideline, we have
providers in nearly every city in the U.S. with a population of 100,000 or more.
As explained in the sections entitled "Our Vision Plan," every surgical
procedure, including all types of laser surgeries (lasik, RK, CO2 laser), are
discounted. We also have approximately 171 provider locations, or about 1.3% of
the network, outside the U.S. -- primarily in Mexico, Virgin Islands, Puerto
Rico and Canada. In addition to members living in the U.S., we have about 100
members living outside the U.S., primarily in the Bahamas and Virgin Islands.
The composition of our optometric network is both large chain companies and a
wide variety of boutiques and specialty shops. Most other discount vision
networks only offer discounts on optometric products and services.

         By having access to a full range of eye care/eyewear services offered
by ECI's network of providers, at discounted rates, members of our vision care
plan are able to obtain a comprehensive eye care service package, including
elective cosmetic surgical procedures such as lasik or vision correction
surgery, CO2 laser skin resurfacing or wrinkle removal surgery, and other laser
surgical procedures performed by ophthalmologists. These procedures are
traditionally not covered by insurance or Medicare and are generally expensive.
ECI members can obtain these elective procedures from our providers at a
discount of 20% from an ophthalmologist's usual and customary rate. As
illustrated under the caption "Our Vision Plan," members not eligible for
Medicare may receive greater discounts for surgical procedures, such as cataract
surgery, that are typically covered by Medicare, since the 20% discount applies
to the Medicare allowable cost of procedures, rather than the ophthalmologist's
usual and customary rate, which is generally significantly higher. Although
individuals eligible for Medicare may participate in our vision care program,
they only receive discounts on surgical procedures not covered by Medicare.
Surgical procedures covered by Medicare are performed 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. Less than one percent of sales are derived from
sales to individuals. Additional information concerning membership fees is
presented under the caption "Marketing." We have experienced losses since we
commenced operations in 1994, including a net loss of approximately $2,028,000
for 1998, $2,633,000 for 1999, and $1,948,000 for 2000. 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 will produce
significant revenues, we are unable to predict when and if we will generate
sufficient revenues to become profitable.

Our Target Market

         We market our vision care plan to corporations for their employees,
large sales organizations (such as insurance companies and sellers of
multi-discount programs who include the ECI plan as part of their product), and
affinity groups which are groups created because of a common relationship or
interest, for example religious, fraternal, trade and professional
organizations. We are involved in all stages of product development from
training individual sales agents to the design and implementation of a specific
marketing program at the corporate and affinity group level. These organizations
can either purchase our vision care plan for, or offer it to, their employees 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.

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Our History

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

Industry Overview

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

         -   Approximately $11 billion is spent on eyeglasses.

         -   Approximately $2 billion is spent on contact lenses.

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

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

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

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

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

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

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

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

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

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

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

Market

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

                                       2
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                                    Percentage of
                                                   Number of People             Population
                                1995                    Wearing                   Wearing
        Age                  Population            Corrective Lenses         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%
                                    ----                    ----                        ---
                                   262.6                   157.1                        60%
                                   =====                   =====                        ===
</TABLE>

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

Our Vision Plan

         Our vision plan offers members the following services and products:

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

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

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

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

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

                                        3
<PAGE>

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

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

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

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

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

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

Providers

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

         Our plan has over 11,000 optometric, optician and optical locations
composed of both large chain companies and a wide variety of boutiques and
specialty shops.

Marketing

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

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

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

                                        4
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health programs who market their health care programs over a large geographical
area. Our plan is currently being so marketed by several such entities that have
commenced marketing our plan through their own sales forces.

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

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

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

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

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

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

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

         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 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:

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

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

                                        5
<PAGE>

         -   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.

         -   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.

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

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

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

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

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

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

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

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

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

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


Medical Advisory Board

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

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

                                        6
<PAGE>

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

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

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

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

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

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

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

Special Consultants

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

                                        7
<PAGE>

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

Employees

         As of March 1, 2001, 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 $107,460.

Item 3.  Legal Proceedings.

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

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

         We did not submit any matter to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended December 31, 2000.

                                        8
<PAGE>

                                    PART II

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

Market Information

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

<TABLE>
<CAPTION>
                                                                Bid Price                         Asked Price
                                                          --------------------               --------------------
       Quarter Ended                                      High          Low                  High          Low
       -------------                                      ----          ---                  ----          ---
<S>                                                       <C>           <C>                  <C>           <C>
March 31, 1999 .................................          2.1250        0.7500               2.3750        0.8125
June 30, 1999 ..................................          1.0625        0.5000               1.1250        0.5000
September 30, 1999 .............................          0.7300        0.2500               0.8125        0.4000
December 31, 1999 ..............................          1.0625        0.2500               1.1875        0.3400
March 31, 2000 .................................          1.3750        0.6250               1.4375        0.8750
June 30, 2000 ..................................          0.7500        0.3125               1.1250        0.3125
September 30, 2000 .............................          0.5000        0.1800               0.5000        0.2500
December 31, 2000 ..............................          0.5300        0.1875               0.4375        0.1250
</TABLE>

         On March 1, 2001 the closing bid price of one share of our class A
common stock on the OTC Bulletin Board was $0.1875.

         As of December 31, 2000 there were 234 holders of record of our class A
common stock.

Dividends

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

Sales of Unregistered Securities

         During 2000, we sold the following securities in transactions that were
not registered under the Securities Act.

         1.  In 2000, we sold an aggregate of 1,370,572 shares of class A common
             stock to 29 accredited investors for a total purchase price of
             $599,625 ($0.4375 per share).

         2.  In 2000, we sold an aggregate 550 shares of series A convertible
             preferred stock to 6 accredited investors for a total purchase
             price of $550,000 ($1,000 per share). Each share of series A
             convertible preferred stock is convertible into 2,000 shares of
             class A common stock.

         3.  In May 2000, we sold an aggregate 685,715 shares of series B
             convertible preferred stock to 3 accredited investors for a total
             purchase price of $300,000 ($0.4375 per share). Each share of
             series B convertible preferred is convertible into one share 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.

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, 2000 Compared to Year Ended December 31, 1999.

Sales. Memberships in the Company's program are sold primarily through
independent agents and employee benefit consulting firms either directly to the
employer, or to the employees through the

                                       9
<PAGE>

employer's open enrollment process for benefits. Some sales are made by the
Company soliciting enrollments of members of affinity groups with whom the
Company has made arrangements to do so. Other sales are made by other companies
that market multi-discount cards (such as combining dental and prescription with
vision) to the general public, employers and affinity groups. Sales for the year
ended December 31, 2000, of $481,436 were nearly $114,000 less than the $595,613
recorded during the same time period in 1999. This decrease was primarily due to
a general decline in retail sales partially offset by increased sales by private
label marketers.

Selling, General and Administrative Expenses. The major components of selling,
general and administrative expenses (G&A) are payroll, commissions, business
travel, postage and printing, and professional/consulting fees. G&A expenses of
$2,397,188 were approximately $56,000 lower than the $2,453,855 for the year
ended December 31, 1999. A $216,000 decline in commission expenses was partially
offset by a $28,000 increase in payroll and related expenses, a $69,000 increase
in professional/consulting fees, a $15,000 increase in telephone expenses and a
$20,000 charge associated with the amortization of Deferred Financing Costs of
issuing warrants.

Commissions declined by approximately $216,000 from $278,606 in 1999 to $62,539
in 2000, because of reduced sales in 2000, and the restructuring of commissions.

Telephone expenses increased by nearly $15,000 to $56,405 in 2000 because
allowed credits were used to offset 1999 charges.

Consulting/professional expenses increased from $368,235 in 1999 to $437,253 in
2000, an increase of about $69,000, mainly because of an increase in legal
activity including costs associated with filings with the Securities and
Exchange documents and fees incurred in determining the license requirements, if
any, in certain states.

Payroll and employee expenses increased by $28,000 to $1,053,536 in the year
2000 primarily because of the increased costs of medical benefits.

Business travel and postage and printing expenses were nearly the same level in
2000 as in 1999.

Interest Income. Interest income for 2000 of $925 was about $10,000 lower than
the interest earned in 1999. We maintained a cash balance significantly higher
in 1999 than in 2000 and we were thus able to invest more principal in interest
bearing securities.

Interest Expense. During 2000, interest expense of $4,875 was nearly the same as
in 1999.

Depreciation and Amortization Expense. Since no major depreciable assets were
added during 2000, depreciation and amortization expense of $28,733 was about
$3,000 lower than in 1999.

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.

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 $8.2 million. All debt and related
interest, except for $93,000 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 $1.4 million in 2000 and 1999, respectively, primarily for payroll,
business travel and professional/consulting fees.

         We invested $2,472 in 1999 to acquire computers and office furniture.
No investments were made in 2000. During 2000 and 1999 we raised $1,366,872 and
$894,500, respectively, through financing activities, primarily the sale of
common stock at a price of $1 per share in 1999 and $0.4375 in 2000.

                                       10
<PAGE>

Going Concern

         Note F to the audited financial statements expresses the uncertainty of
our ability to continue as a going concern and Note G entitled "Subsequent
Events" further addresses the issue and, in management's opinion, should
significantly alleviate this concern. Since the end of the year, the Company has
received a Letter of Intent from a placement agent for the private placement of
$2.5 million of equity in the Company. Management believes this event eliminates
much of the uncertainty of the Company as a going concern.

Forward-Looking Statements

         This report includes forward-looking statements that are not based upon
historical facts. These statements, which discuss future expectations, estimate
the happening of future events, or our results of operations or financial
condition for future periods, can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "believe," "intend," "anticipate,"
"estimate" "continue," or similar words. These forward-looking statements are
subject to certain uncertainties, and there are important factors that may cause
actual results to differ materially from those expressed or implied by these
forward-looking statements. The forward-looking statements made in this report
relate only to events as of the date on which the statements are made.

Item 7.  Financial Statements.

         The financial statements follow Item 13 of this report.

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

         None

                                       11
<PAGE>

                                   PART III

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

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

      Name                       Age              Position
      ----                       ---              --------
Clark A. Marcus                  58      Chairman, President, Chief Executive
                                         Officer and Director

James L. Koenig                  54      Senior Vice President, Chief Financial
                                         Officer, Secretary and Director

Richard Abrahamson, M.D.         39      Director

William H. Koch, M.D.            60      Director

Robert Veligdan, M.D.            51      Director

Sharon Kay Ray                   42      Director

John A. Schild                   61      Director

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

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

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

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

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

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

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

         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, 2000.

                                       12
<PAGE>

Item 10.  Executive Compensation

The following table sets forth the compensation paid to, earned by or accrued
for our Chief Executive Officer and each of our other executive officers for
whom more than $100,000 was paid or accrued as compensation for the years ended
December 31, 2000, 1999, and 1998 (collectively, the "Named Executive
Officers"):

                              Annual Compensation

<TABLE>
<CAPTION>
                                                                        Cash              Other
Name and Principal Position                          Year           Compensation       Compensation
---------------------------                          ----           ------------       ------------
<S>                                                  <C>            <C>                <C>
Clark Marcus                                         2000            $180,681(3)        $66,000
       Chief Executive Officer and President         1999            $254,720           $73,333(1)
                                                     1998            $213,745           $81,241(1)
James L. Koenig                                      2000            $127,756(4)        $ 6,000
       Senior Vice President, Chief Financial        1999            $203,691(4)        $ 6,375(2)
       Officer and Secretary                         1998            $154,341           $20,200(2)
</TABLE>

---------------------------
(1)  Includes legal retainer (see Item 12. Certain Relationships and Related
     Transactions); auto allowance (2000 - $6,000; 1999 - $5,000; 1998 -
     $$5,390); and life insurance premiums (1999 - $4,971; 1998 - $8,563); and
     reimbursement for overnight child care expenses while out of town on
     business (1998 - $22,879).

(2)  Includes auto allowance (2000 - $6,000; 1999 - $5,000; 1998 - $18,000) and
     life insurance premiums (1999 - $1,375).

(3)  Excludes deferred compensation of $83,424 for 2000.

(4)  Excludes deferred compensation of $90,324 for 2000, and $25,000 for 1999.

Employment Agreements

         Clark Marcus serves as our Chief Executive Officer pursuant to an
employment agreement which expires in September 2002. The agreement provides for
a salary of $150,000 per annum, increased by an amount equal to the greater of
fifteen percent (15%) of the prior year's salary or the increase in the consumer
price index for the Tampa, Florida area, plus a bonus beginning at three percent
(3%) of our pre-tax profits in any year that our revenues exceed $1 million and
increasing up to seven percent (7%) of our pre-tax profits in any year that our
revenues exceed $4 million. His base salary, net of deferred salary of $83,424,
for the fiscal year ending December 31, 2000 is $180,681. We may terminate his
employment for gross misconduct in the performance of his duties. If Mr. Marcus'
employment is terminated within 12 months following a change in control, Mr.
Marcus will receive his salary, bonus and additional compensation for a period
equal to the greater of the remainder of the term of the employment agreement or
3 years.

         James L. Koenig serves as our Senior Vice President and Chief Financial
Officer pursuant to an employment agreement which expires in February 2001. The
agreement provides for a salary of $125,000 per annum, increased by an amount
equal to the greater of ten percent (10%) of the prior year's salary or the
increase in the consumer price index for the Tampa, Florida area, plus a bonus
of three percent (3%) of our pre-tax profits in any year that our revenues
exceed $1 million. His base salary, net of deferred salary of $90,324, for the
fiscal year ending December 31, 2000 is $127,755. 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

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

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

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

Stock Options

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

                                       13
<PAGE>

Stock Option Plan

         Our Board of Directors has adopted, and in May 1997 our stockholders
approved, the Eye Care International, Inc. 1997 Stock Option Plan. The stock
option plan is to be administered by the Board of Directors or a committee of
the Board. Pursuant to the plan, options to purchase 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 later than 10 years from the date of grant, and if an
incentive stock option, or a stock appreciation right in tandem with an
incentive stock option, is granted to a person owning 10% or more of our
outstanding stock or the outstanding stock of a subsidiary or of our parent,
such incentive stock option shall not be exercisable after the expiration of
five years from the date of grant. A stock appreciation right may be exercised
at any time during the exercise period of the incentive stock option or
non-qualified stock option with which it is granted in tandem and prior to the
exercise of such incentive stock option or non-qualified stock option. Payments
by holders of options upon exercise of any option may be made (as determined by
the Board of Directors or the committee) in cash, by delivery of shares of
common stock or such other form of payment as may be permitted under the plan.

         No options have been granted under the plan.

                                       14
<PAGE>

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

The following table sets forth certain information concerning the beneficial
ownership of our common stock as of March 1, 2001 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            4.6%            *       34.4%
Eva Katzman (3)                       --        268,600(4)         2.2%            *       19.3%
Sharon Kay Ray (3)                23,000        198,200            1.8%            *       14.4%
Richard Abrahamson, MD (3)        72,740        181,800            2.1%            *       13.2%
James L. Koenig (3)               24,000        130,000            1.3%            *        9.4%
Robert G. Veligdan, DDS (3)      145,056             --            1.2%           1.4%       --
William Koch (3)                      --         25,000             *              --       1.8%
John A. Schild                        --             --             --             --        --
All officers and directors       339,796      1,009,100           11.2%           3.2%     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, 2001.

(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, 2001, 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, 2001,
         we had 10,620,767 shares of class A common stock outstanding and
         1,377,700 shares of class B common stock outstanding, or a total of
         11,998,467 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.
10.4**      Provider Agreement - Ophthalmologist
10.5**      Provider Agreement - Optometrist/Optician/Optical Outlet
10.6**      Marketing Brochure
10.7**      Membership Enrollment Form
21.1*       Subsidiaries.
----------
*  Incorporated by reference to our Registration Statement on Form 10-SB filed
   on November 1, 1999.
** Incorporated by reference to our Form 10KSB, Amendment No. 2, for the year
   1999.
(b)  Reports on Form 8-K.

     None

                                       15
<PAGE>

                                  SIGNATURES

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

Dated:   May 18, 2001


EYE CARE INTERNATIONAL, INC.


<TABLE>
<S>                                                       <C>
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)
</TABLE>

         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, 2001 in the capacities indicated.

<TABLE>
<CAPTION>
         Signature                                        Title
         ---------                                        -----
<S>                                                       <C>
 /s/     Clark A. Marcus                                  Chief Executive Officer, President and a
-----------------------------------------------
         Clark A. Marcus                                  Director (Principal Executive Officer)



 /s/     James L. Koenig                                  Senior Vice President and Chief Financial
-----------------------------------------------
         James L. Koenig                                  Officer and a Director (Principal Financial
                                                          and Accounting Officer)


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


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


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


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


 /s/     John A. Schild                                   Director
-----------------------------------------------
         John A. Schild
</TABLE>

                                       16
<PAGE>

                                   PART F/S

                  Index to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                  Page
<S>                                                               <C>
Independent Auditor's report                                      F-1

Consolidated balance sheet at December 31, 2000                   F-2

Consolidated statements of income and retained deficiency
    for the years ended December 31, 2000 and 1999                F-3

Consolidated statements of stockholders' deficiency for
    the years ended December 31, 2000 and 1999                    F-4

Consolidated statements of cash flows for the years ended
    December 31, 2000 and 1999                                    F-5

Notes to consolidated financial statements                        F-6
</TABLE>
<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, 2000 and the related
consolidated statements of income and retained earnings, changes in common
equity and cash flows for the years ended December 31, 2000 and 1999. 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, 2000 and December 31, 1999 and the results of
its operations, changes in common equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 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 and
Note G. 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
May 9, 2001


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, 2000
                                                   -----------------
Current assets
     Cash                                          $        5,515
     Accounts receivable                                   99,838
     Miscellaneous receivables and
       advances                                           329,877
                                                   --------------

                                                   $      435,230
Fixed assets - net of accumulated
     depreciation                                          31,583

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

           Total assets                            $      466,813
                                                   ==============

           LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
     Accrued expenses and taxes payable            $    1,076,754
     Deferred revenue                                     319,247
     Notes payable                                         93,000
                                                   --------------

                                                   $    1,489,001
                                                   --------------
Stockholders' deficiency
     Capital stock
     - 30,000,000 shares of $.001 par
         value common stock authorized:
         11,360,893 shares issued and outstanding          11,361
     - 10,000,000 shares of $.001 par
         value preferred stock authorized:
         745 Series A shares issued                             1
         685,715 Series B issued                              686
     Paid in capital                                    8,121,031
     Retained deficiency                               (9,155,267)
                                                   --------------

                                                   $   (1,022,188)
                                                   --------------
           Total liabilities and
              stockholders' deficiency             $      466,813
                                                   ==============

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

<TABLE>
<CAPTION>
                                                For the Years ended December 31,
                                                   2000                  1999
                                                   ----                  ----
<S>                                            <C>                   <C>
Revenue
     Membership fees                           $      481,436        $     595,613
     Interest                                             926               11,463
                                               --------------        -------------

                                               $      482,362        $     607,076
General and administrative expenses                 2,397,188            2,453,855
Interest                                                4,875                4,699
Depreciation and amortization                          28,733               31,739
                                               --------------        -------------

                                                    2,430,796            2,490,293
                                               --------------        -------------

Loss from operations                               (1,948,434)          (1,883,217)

Cumulative effect of accounting
   change to adopt SOP 98-5                                --             (749,433)
                                               --------------        -------------

Net loss                                       $   (1,948,434)       $  (2,632,650)
                                               ==============        =============

Loss per share                                 $        (0.19)       $       (0.30)
                                               ==============        =============
</TABLE>


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 STATEMENTS OF STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
                                     Common       Preferred      Paid-in      Retained
                                      Stock        Stock        Capital      Deficiency       Total
<S>                                <C>              <C>     <C>           <C>              <C>
Balance December 31, 1997
as Previously Reported              $  6,297             0    $ 3,623,990  $  (2,008,713)   $  1,621,574

Adjustment to reflect change
in Revenue Recognition Policy             --            --             --  $    (537,625)   $   (537,625)
                                                                                            ------------
Balance December 31, 1997
as restated                         $  6,297             0    $ 3,623,990  $  (2,546,338)   $  1,083,949

Net Income/(Loss)                         --            --                 $  (2,027,845)   $ (2,027,845)
Issuance of Capital Stock           $  2,207            --    $ 2,269,262             --    $  2,271,469

Balance December 31, 1998           $  8,504             0    $ 5,893,252  $  (4,574,183)   $  1,327,573

Net Income/(Loss)                         --            --             --  $  (2,632,650)   $ (2,632,650)
Issuance of Capital Stock           $    506             1    $   893,993             --    $    894,500
                                                                                            ------------

Balance December 31, 1999           $  9,010             1    $ 6,787,245  $  (7,206,833)   $   (410,577)

Net Income/(Loss)                         --            --             --  $  (1,948,434)   $ (1,948,434)
Issuance of  Capital Stock          $  2,351     $     686    $ 1,333,786             --    $  1,336,823
                                                                                            ------------

Balance December 31, 2000           $ 11,361     $     687    $ 8,121,031  $  (9,155,267)   $ (1,022,188)
</TABLE>


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

                                      F-4
<PAGE>

                 EYE CARE INTERNATIIONAL, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                   For the Years ended December 31,
                                                                       2000                  1999
                                                                       ----                  ----
<S>                                                            <C>                   <C>
Cash flow from operating activities

   Net loss                                                       $  (1,948,434)        $ (2,632,650)

Adjustment to reconcile net income
   to net cash provided by operating activities
   Depreciation and amortization                                         28,733               31,739
   Accounting change                                                         --              749,433

Changes in operating assets and liabilities
   Decrease in accounts receivables                                      12,164               56,479
   Increase or increase in miscellaneous
      receivables and advances                                         (189,879)               8,303
   Increase or decrease in deferred revenue                             (30,150)             (62,936)
   Increase or decrease in accrued expenses
      and taxes payable                                                 623,776              428,345
                                                                  -------------         ------------

Net cash used by operating activities                                (1,503,790)          (1,421,287)

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

Cash flow from financing activities
   Proceeds from sale of capital stock                                1,336,822              894,500
   Increase in notes payable                                             43,000                   --
                                                                  -------------         ------------

Increase or decrease in cash                                      $    (123,967)        $   (529,260)

Cash - January 1,                                                       129,482              658,742
                                                                  -------------         ------------
Cash - December 31,                                               $       5,515         $    129,482
                                                                  =============         ============

Supplemental disclosures
   Interest paid                                                              0                    0
                                                                  -------------         ------------

Income taxes paid                                                             0                    0
                                                                  =============         ============
</TABLE>


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, 2000 and 1999

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 eyewear 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 Eye
               Care International, Inc. 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. Although, at the time of enrollment (when the
               Company enters the membership data into its system), the Company
               issues a membership kit that includes a membership card, network
               provider list and other material, its obligation to its members
               is not totally fulfilled because of the twenty-four hour customer
               service feature of its plan and its guarantee to save at least
               the cost of the membership or the Company will refund the
               difference. In addition, memberships can be cancelled at any time
               during the first thirty days of the membership. However,
               historically said thirty-day cancellations have been diminimus
               and requests for refunds equal to the difference between the cost
               of the card and the member's savings have been non-existent.
               Therefore, revenues are recognized on a straight-line basis over
               the membership period, beginning in the month of enrollment.
               Membership fees, however, can neither be determined nor estimated
               until reported to the Company by the selling organizations and
               are subject to possible subsequent audit by the Company at its
               option under the terms of the related agreement. Accordingly,
               depending upon the timeliness and accuracy of membership reports
               received, membership income is not recognized in the Company's
               financial statements until reported by the selling organization,
               which may be in periods later than those in which they were
               earned and subject to adjustment in subsequent periods. To the
               Company's knowledge, these reports have always been filed on a
               timely basis (less than two weeks after the sale by the selling
               organization). If reports were delayed, revenue and commissions
               would be understated, as would be income.

               Prior to 1998 the Company recognized revenue from membership
               sales at the time of enrollment because the Company believed it
               had substantially met all obligations set forth by regulatory
               revenue recognition policies. However, as discussed above, the
               Company does have a twenty-four hour customer service obligation,
               as well as the potential refund guarantees. In light of these
               obligations, it has been determined that revenues should have
               been recognized on a straight-line basis over the lives of the
               memberships, instead of full revenue recognition at the time of
               enrollment. Accordingly, financials for periods prior to 1998
               have been restated. Said restatement results in a decrease in
               revenue, net income and retained earnings of $537,625 (net of $0
               income taxes since the Company has reported losses in each year),
               which will be recognized in periods after 1997. This amount has
               been debited to 1998 beginning retained deficiency. In addition,
               the effect (net of $0 income taxes) on revenue, net income and,
               thus, retained deficiency for 1999 and 2000 are increases of
               $62,936 and $30,148 respectively, with no effect on earnings per
               share for 1999 or 2000.

          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.

                                      F-6
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          December 31, 2000 and 1999

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

          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.   Stock Warrants
               --------------

               The Company issued 400,000 warrants in 1999 to an individual as
               an incentive to sign a spokesperson contract for future services.
               These warrants have an exercise price of $1.50 per share and
               expire in 2001. No compensation expense was recorded because the
               fair value of the warrants on the date of issuance was less than
               the exercise price.

               During the year 2000, the Company issued 2,615,572 warrants for
               the purchase of common stock. The exercise price of these
               warrants is $0.50 per share of common stock and the warrants
               expire in 2005.

               The fair value of the above warrants at their grant date was
               zero. The estimated fair value of each warrant granted is
               calculated using the Black Scholes option pricing model. The
               following summarizes the assumptions used in the model:

                                                           2000
                                                           ----

                    Risk-free interest rate                5.08% - 5.77%
                    Expected years until exercise          4.72
                    Expected dividend yield                   0
                    Estimated fair market value of
                      underlying stock                    $0.35


               The following is a summary of stock warrant activity during the
               years 2000 and 1999:

<TABLE>
<CAPTION>

                                                                                  Weighted
                                                                                   Average
                                                                    Number        Exercise
                                                                   Of Shares        Price
                                                                   ---------     -----------
                    <S>                                            <C>           <C>
                    Warrants outstanding
                      December 31, 1998                               82,500        $1.00
                    Warrants granted during 1999                     400,000        $1.50
                    Warrants granted in 2000                       2,615,572        $0.50
                    Warrants expired in 1999 and 2000                      0
                    Warrants forfeited during 1999 and 2000                0
                    Warrants exercised during 1999 and 2000                0
                                                                   ---------
                    Warrants granted and outstanding
                      December 31, 2000                            3,098,072        $0.73
</TABLE>


               The following table summarizes the status of warrants outstanding
               at December 31, 2000:

<TABLE>
<CAPTION>
                                                                                  Weighted
                                                                                   Average
                                                                                  Remaining
                                                    Exercise        Number       Contractual
                                                     Price         Of Shares        Life
                                                    --------       ---------     -----------
                    <S>                             <C>            <C>           <C>
                    1996 Stock Warrants              $1.00            32,500     0.34 years
                    1997 Stock Warrants              $1.00            50,000     1.33 years
                    1999 Stock Warrants              $1.50           400,000     0.41 years
                    2000 Stock Warrants              $0.50         2,615,572     4.72 years
                                                                   ---------
                                                                   3,098,072
</TABLE>

                                      F-7
<PAGE>

                  EYE CARE INTERNATIONAL, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          December 31, 2000 and 1999

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

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

               As of December 31, 2000, the Company had reserved 3,098,072
               shares of common stock for issuance under stock warrants issued
               in 1996, 1997, 1999 and 2000.

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

               In late 1999, the Company issued 495 shares of Series A
               convertible preferred stock at a price of $1,000 per share. In
               early 2000, the Company issued an additional 550 shares of Series
               A convertible preferred stock. Each share of Series A preferred
               stock is convertible into 2,000 shares of common stock and has a
               liquidation preference of $1,000 per share. The Company has 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.

               In May 2000, the Company issued 685,714 shares of Series B
               convertible preferred stock at a price of $0.4375 per share. Each
               share is convertible into one share of common stock. This stock
               has no liquidation preference nor redemption features.

          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.

          8.   Loss Per Share
               --------------

               Loss per share is calculated by dividing net income by the
               average weighted number of shares outstanding for the period.
               Average weighted number of shares used to calculate loss per
               share for 2000 and 1999 were 10,127,068 shares and 8,905,929
               shares, respectively. Since the Company shows a loss per share
               for each of the periods presented, no diluted loss per share
               calculations have been presented. Showing the effect of including
               the outstanding warrants in the loss per share calculation would
               have an anti-dilution effect and would be misleading.

          9.   Comprehensive Income
               --------------------

               SFAS 130 requires a company to disclose Comprehensive Income, if
               any, in its financial statements. Comprehensive Income is defined
               as "the change in equity (net assets) of a business enterprise
               during a period from transactions and other events and
               circumstances from non-owner sources. It includes all changes in
               equity during a period except those resulting from investments by
               owners and distributions to owners." Since the Company had no
               such transaction, the Company's net loss and comprehensive net
               loss are the same.

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

          The Company is indebted to two stockholders in the amount of $93,000.
          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 carry forward 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, 2000 and 1999

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 2000 and 1999 amounted to $98,922 and $87,576
          respectively. Future minimum rental commitments at December 31, 2000
          are as follows:

                         2001                     $  96,523
                         2002                       100,992
                         2003                        42,855
                                                  ---------
                                                  $ 240,370

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

          The accompanying financial statements have been prepared in conformity
          with generally accepted accounting principles, which contemplates
          continuation of the Company as a going concern. However, the Company
          has sustained substantial operating losses since its inception. In
          addition, the Company has used substantial amounts of working capital
          in its operations. In review of these matters the continuation of the
          Company is dependent upon its ability to raise capital and its success
          of future operations. Absent an increase in revenue or the sale of
          capital stock, there may be uncertainty about the Company's ability to
          continue as a going concern. The Company has secured major marketing
          arrangements with large member-based companies (some of whom have been
          competitors) to either include the Company's vision plan as part of
          their plans, or market the plan as a stand-alone plan. The Company is
          also financially supported by its current accredited investors, as
          well as other accredited investors. Management believes that the
          Company will generate significant new business in the future from
          these marketing arrangements and will raise enough capital to continue
          as a going concern. The financial statements do not include any
          adjustments that might result from the outcome of this uncertainty.

Note G -  SUBSEQUENT EVENTS
          -----------------

          On April 3, 2001 the Company entered into an agreement with Thomas
          Fletcher & Company, Inc., a New York based underwriter, to act as the
          Company's authorized agent for the sole purpose of increasing the
          permanent capitalization of the Company through the private placement
          of securities, to be issued by the Company, on terms and conditions
          that are mutually satisfactory.

          The agreement states that the authorized agents, as soon as
          practicable, will arrange for approximately two and one-half million
          dollars ($2,500,000) of additional funds to the Company through the
          issuance by the Company, of the following: (a) $2,000,000 principal
          amount of promissory notes, (b) 1,000,000 shares of common stock, and
          (c) 500,000 common stock purchase warrants; to be offered to
          accredited investors in the form of units with each unit comprising a
          $20,000 principal amount of promissory note, 10,000 shares of common
          stock and 5,000 common stock purchase warrants at an offering price of
          $25,000 per unit.

                                      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
10.4**       Provider Agreement - Ophthalmologist
10.5**       Provider Agreement - Optometrist/Opticians/Optical Outlets
10.6**       Marketing Brochure
10.7**       Membership Enrollment Form
21.1*        Subsidiaries

---------

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