Exhibit 31.2

SECTION
302 CERTIFICATION

I, Scott M. Carson, Chief Financial Officer, certify that:

1.         
I have reviewed this quarterly report on Form 10-QSB/A of Eye Care International,
Inc.;

2.         
Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.         
Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4.         
The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

| | a)         
Designed such disclosure controls and procedures to ensure that material
information relating to the  registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
 during the period in which this quarterly report is being prepared;
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| | b)         
Evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days  prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                   
| |                                                                                                                                                                                                                                                                                                              
| | c)         
Presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and  procedures based on our evaluation as of
the Evaluation Date;                                                                                                                         

5.         
The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

| | a)         
All significant deficiencies in the design or operation of internal controls
which could adversely affect the  registrants ability to
record, process, summarize and report financial data and have identified for the
registrants  auditors any material weaknesses in internal
controls; and
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| | b)         
Any fraud, whether or not material, that involves management or other employees
who have a significant role in  the registrants internal
controls; and                                                                                                                                         

6.         
The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  October 15, 2004

| | /s/ Scott
                                                                   M. Carson
                                                                   Scott M.
                                                                   Carson
                                                                        Chief
                                                                   Financial Officer
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