**Exhibit 31.2**

***Certificate of Chief Financial  OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of2002***

 

I, James L. Koenig, Chief FinancialOfficer, certify that:

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

2.         Based on my knowledge, this quarterly report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statementswere 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 thisquarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterly report; 

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

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a)         Designed such disclosure controls and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this quarterly report is being prepared;

b)         Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of adate 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 controlsand 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 recentevaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

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a)         All significant deficiencies in the design or operation of internal controls which could adverselyaffect the registrant’s ability to record, process, summarize and report financial data and have identified for theregistrant’s auditors any material weaknesses in internal controls; and

b)         Any fraud, whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

6.         The registrant’s other certifying officers and I have indicated in thisquarterly report whetherthere were significant changes in internal controls or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

Date:  November 14, 2003

|  | /s/ *James L.    Koenig    *                      James L. Koenig      Chief Financial Officer |
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