|CHIEF FINANCIAL OFFICERS CERTIFICATION
Exhibit 31.2
I, Frank M. Jerneycic, certify that:
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|1. | I have reviewed this Quarterly Report on Form 10-Q of Learning Care Group, Inc.;                                                                                                                                                                                                                                                                                                                  
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|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;                                                                 
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|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;                                                                                      
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|4. | The registrants other certifying officer and I are responsible for establishing and maintaining

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for

the registrant and we have:                                                                                                                                                                  
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|   | a) designed such disclosure controls and procedures or caused such disclosure controls and procedures

to be designed under our supervision, 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 and presented

in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and
procedures
as of the end of the period covered by this Quarterly Report based on such evaluation;
and                                                                                        
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|   | c) disclosed in this Quarterly Report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of a quarterly report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting;
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|5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation

of internal control over financial reporting, to the registrants auditors and the audit committee

of the registrants board of directors (or persons performing the equivalent function):                                                                                                  
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|   | a) all significant deficiencies and material weaknesses in the design or operation of internal control

over financial reporting which are reasonably likely to adversely affect the registrants
ability
to record, process, summarize and report financial information; 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 control over financial reporting.                                                                                                                                                                                                                    

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|Date:  February 22, 2005 |  |                   |                                                              
|                         |  |                   | /s/ Frank M. Jerneycic                                       
|                         |  | 
|                         |  |                   | Frank M. Jerneycic, Chief Financial
    Officer and Treasurer

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