UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~earliest event reported~~15(d): ~~July 21,~~of ~~2005~~

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2005

LEARNING CARE GROUP, INC.

(Exact name of registrant as specified in its Charter)

Michigan	0-27656	38-3261854
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


21333 Haggerty Road, Suite 300, Novi, Michigan		48375
(Address of principal executive offices)		(Zip Code)

Registrant’'s telephone number, including area code (248) 697-9000

N/A ~~(Former name or former address, if changed since last report)~~

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

On ~~July 21~~August 2, 2005, ~~the~~Childtime ~~Compensation~~Childcare, ~~Committee~~Inc., a wholly-owned subsidiary of the ~~Board~~Learning ofCare ~~Directors~~Group, ofInc. (the "Company"), ~~adopted the~~entered ~~Officer~~into ~~Incentive~~a ~~Plan~~First ~~for~~Amendment ~~Fiscal 2006~~ (the ~~“Incentive Plan”~~"Amendment") to ~~incentivize~~its ~~and~~Second ~~reward~~Amended ~~annual performance~~and ofRestated ~~the~~Credit ~~Company’s~~Agreement ~~four~~with ~~Executive~~JPMorgan ~~Officers~~Chase ~~for the fiscal year ending March 31~~Bank, ~~2006~~N.A. (~~the “2006 Fiscal Year”~~"JPMorgan")., ~~The~~to ~~Compensation~~increase ~~Committee~~the ~~structured~~borrowing ~~the~~availability ~~Incentive~~under ~~Plan~~its ~~with~~revolving ~~three components.~~credit ~~First,~~facility (the ~~Compensation~~"Credit ~~Committee~~Facility") ~~established~~with anJPMorgan ~~incentive~~from ~~formula~~$17,500,000 ~~tied~~ to ~~a targeted level of earnings before interest~~$22, ~~taxes~~500, ~~depreciation and amortization (“EBITDA”)~~000. The ~~Pursuant~~Amendment ~~to this~~also ~~component~~reduced of the ~~Incentive~~interest ~~Plan,~~rates ~~bonuses~~and ofcertain ~~10%~~ of ~~base~~the ~~salary~~fees ~~will~~applicable beto ~~awarded~~borrowings ~~upon~~under the ~~Company’s~~ ~~achievement~~Credit ofFacility ~~95%~~and ofmodified the ~~Company’s~~financial ~~2006~~covenants ~~Fiscal Year EBITDA goal~~ (~~the~~tangible ~~“EBITDA~~capital ~~Goal”).~~funds, ~~A bonus~~fixed ofcharge ~~50%~~coverage ~~of base salary will be awarded upon achievement of the EBITDA Goal~~ratio, and ~~a bonus of 100% of base salary will be awarded upon achievement of 120% of the~~ EBITDA ~~Goal~~). Finally, ~~If EBITDA is between 95% of~~ the ~~EBITDA~~Amendment ~~Goal~~modified ~~and~~ the ~~EBITDA~~restrictions ~~Goal, bonuses will increase,~~ on apayment ~~straight~~or ~~line basis,~~redemption ~~from 10% to 50%~~ of ~~base~~subordinated ~~salary~~debt. IfAs ~~EBITDA~~a isresult ~~between the EBITDA Goal and 120%~~ of ~~the~~this ~~EBITDA Goal~~modification, ~~bonuses~~the Company will ~~increase,~~be onpermitted ato ~~straight~~redeem ~~line~~its ~~basis,~~15% ~~from~~Subordinated ~~50%~~Notes todue ~~100%~~2008 of(see ~~base~~Item ~~salary~~2. 04 below).

The ~~second~~Company ~~component of the Incentive Plan consists of the award to each of the Executive Officers of a bonus of up to an additional 10% of base salary, based on the achievement of strategic goals~~ and ~~initiatives~~its ~~agreed~~other ~~upon~~subsidiaries byare ~~the~~guarantors ~~Compensation Committee and the Executive Officers at the beginning~~ of the ~~2006~~Credit ~~Fiscal Year~~Facility. ~~The strategic goals and initiatives will be the same for each of the Executive Officers.~~

~~Finally,~~A ~~the~~copy ~~Compensation Committee will have discretion to increase or decrease bonuses payable under the Incentive Plan by up to 10%~~ of the ~~Executive~~Amendment, ~~Officer’s~~attached ~~annual~~hereto ~~base~~as ~~salary~~Exhibit ~~based upon a review~~4, ~~with~~is ~~management,~~incorporated ofherein ~~items~~by ~~that had a significant impact on EBITDA during the 2006 Fiscal Year~~reference. ~~The Compensation Committee will consider the impact of such items which are outside of management’s control on EBITDA in adjusting bonuses.~~

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an
	Off-Balance Sheet Arrangement of Registrant.

The information described above under "Item 1.01 – Entry into a Material Definitive Agreement" is hereby incorporated herein by reference.

Item 2.04	Triggering Events That Accelerate or Increase a Direct Financial
	Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On August 2, 2005, the Company issued the press release attached hereto as Exhibit 99, announcing that the Company, had given notice of its election to redeem all of the Company's outstanding 15% Subordinated Notes due 2008 (the "Notes"). The Notes were issued, and the notice of redemption was given, pursuant to the terms of the Indenture, dated as of May 16, 2003, between the Company and U.S. Bank National Association. As a result of the Company's exercise of its optional right to redeem the Notes, the Notes will be repaid in full on September 1, 2005, rather than on May 15, 2008, the stated maturity date. Funds for the redemption will be obtained from borrowings under the Company's credit facility with JPMorgan Chase Bank, N.A.

Item 9.01.

Financial Statements and Exhibits.

(a) — (b)		Not applicable.
(c)		Exhibits.
		10 Officer Incentive Plan for Fiscal 2006.

(a) – (b)

Not applicable.

(c)

Exhibits.

First Amendment to Second Amended and Restated Credit Agreement, dated as of August 2, 2005, by and between Childtime Childcare, Inc. and JPMorgan Chase Bank, N.A.

Press Release issued August 2, 2005 announcing Company's Redemption of 15% Subordinated Notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEARNING CARE GROUP, INC.
Date: July 27, 2005	By:	/s/ Frank M. Jerneycic
		Frank M. Jerneycic
		Its: Chief Financial Officer and Treasurer

LEARNING CARE GROUP, INC.

Date: August 5, 2005	By: /s/ Frank M. Jerneycic
			Frank M. Jerneycic
		Its: Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.		Description
10		Officer Incentive Plan for Fiscal 2006.

Exhibit No.

Description

4	First Amendment to Second Amended and Restated Credit Agreement, dated as of August 2, 2005, by and between Childtime Childcare, Inc. and JPMorgan Chase Bank, N.A.

99	Press Release issued August 2, 2005 announcing Company's Redemption of 15% Subordinated Notes.

Filing Compare · LEARNING CARE GROUP, INC