UNITED STATESSTATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

SECURITIESFORM AND EXCHANGE COMMISSION8-K

Washington,CURRENT DCREPORTPursuant 20549to Section 13 or 15(d) ofThe Securities Exchange Act of 1934

~~FORM~~Date ~~8-K~~of Report (Date of earliest event reported): September 1, 2005

~~CURRENT~~LEARNING ~~REPORT~~CARE GROUP, INC.(Exact name of registrant as specified in its Charter)

Pursuant to Section 13 or 15(d) of

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

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

~~The~~Registrant’s ~~Securities~~telephone ~~Exchange~~number, including ~~Act~~area ofcode (248) ~~1934~~697-9000

~~Date~~N/A (Former ofname ~~Report~~or ~~(Date~~former ofaddress, ~~earliest~~if ~~event~~changed ~~reported~~since last report)~~: August~~ ~~12, 2005~~

~~LEARNING~~Check ~~CARE~~the ~~GROUP,~~appropriate ~~INC~~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):

~~(Exact~~|_| ~~name~~Written ofcommunications ~~registrant~~pursuant to asRule ~~specified~~425 inunder ~~its~~the ~~Charter~~Securities Act (17 CFR 230.425)

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)

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

~~Registrant's~~|_| ~~telephone~~Pre-commencement ~~number,~~communications pursuant ~~including~~to ~~area~~Rule ~~code~~ 14d-2(~~248~~b) ~~697~~under the Exchange Act (17 CFR 240.14d-~~9000~~2(b))

~~N/A~~|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(FormerItem name2.02 orResults formerof address,Operations ifand changedFinancial since last report)Condition.

~~Check~~ On September 1, 2005, the ~~appropriate~~Company ~~box~~issued ~~below~~the ifpress release attached hereto as Exhibit 99.1, announcing its results for the ~~Form~~fiscal ~~8-K~~quarter ~~filing~~ended July 22, 2005. A copy of the press release is ~~intended~~furnished towith ~~simultaneously~~this ~~satisfy~~report following the ~~filing~~signature ~~obligation~~page and is incorporated in this Item 2.02 by reference. The information in this report and the attached exhibit shall not be deemed filed for purposes of Section 18 of the ~~registrant~~Securities ~~under~~Act of 1934, nor shall it be deemed incorporated by reference in any offiling under the ~~following~~Securities ~~provisions~~Act ~~(see~~of ~~General~~1933, ~~Instruction~~except as Ashall be expressly stated by specific reference in such filing.2. ~~below):~~

oItem Written9.01 communicationsFinancial pursuantStatements toand Rule 425 under the Securities Act (17 CFR 230Exhibits.425)

o(a) ~~Soliciting~~– ~~material pursuant to Rule 14a-12 under the Exchange Act~~ (17b) ~~CFR~~Not ~~240~~applicable.~~14a-12)~~

~~o Pre-commencement communications pursuant to Rule 14d-2~~(bc) ~~under the Exchange Act (17 CFR 240~~Exhibits.~~14d-2(b))~~

o99.1 ~~Pre-commencement~~Press ~~communications~~Release ~~pursuant~~issued toSeptember ~~Rule~~1, ~~13e-4(c)~~2005, ~~under~~announcing the ~~Exchange~~Company’s ~~Act~~results ~~(17~~for ~~CFR~~the ~~240~~fiscal quarter ended July 22, 2005.~~13e-4(c))~~

Item 1.01 Entry into a Material Definitive Agreement.SIGNATURES

In Pursuant to ~~anticipation, and conditioned on, of~~ the ~~Company's~~requirements ~~stock trading publicly at $5.00 per share for 20 consecutive days on August 16, 2005 (which condition was met), the Compensation Committee~~ of the ~~Board~~Securities ofExchange ~~Directors~~Act of ~~the Company met on August 12~~1934, ~~2005 to discuss making a partial bonus payment pursuant to~~ the ~~Company's~~registrant ~~Officer~~has ~~Incentive~~duly ~~Plan~~caused this ~~for~~report ~~Fiscal 2006~~ to ~~help~~be ~~offset~~signed ~~the withholding tax liability of the Executive Officers of the Company arising upon settlement of their Performance Share Rights issued~~ on ~~June~~its 8,behalf ~~2004. Based upon a recent closing price of the Company's stock, on August 16, 2005, approximately $540,000 in taxable income was expected to be earned~~ by the ~~Executive~~undersigned ~~Officers~~hereunto ~~upon~~duly ~~the vesting of their Performance Share Rights and the related issuance of stock, which would result in a tax withholding liability in the aggregate amount of approximately $162,000~~authorized. ~~The~~ statutory tax with holding that must be made will be due within two days of the vesting, without regard to the Executive Officer's individual tax situation. The taxes will come due at a time when the Executive Officers are precluded from selling shares due to the Company's normal quarterly blackout period.

InDate: ~~consideration~~September ~~of these facts and circumstances~~2, ~~the~~2005 ~~Compensation~~LEARNING ~~Committee~~CARE ~~approved a partial 2006 bonus payment of $230~~GROUP,~~000,~~ inINC. ~~the~~By: ~~aggregate,~~/s/ beFrank ~~paid~~M. toJerneycic ~~the~~—————————————————— ~~four~~Frank ~~Executive~~M. ~~Officers~~Jerneycic ofIts: ~~the~~Chief ~~Company~~Financial asOfficer ~~follows:~~and Treasurer

	Name and Position	Bonus
	William D. Davis	$89,003
	President and Chief Executive Officer
	Frank M. Jerneycic	$50,632
	Chief Financial Officer and Treasurer
	Kathryn L. Myers	$50,632
	Chief Operating Officer
	Scott W. Smith	$39,733
	Chief Human Resources Officer

Exhibit Index

~~This~~Exhibit partial bonus payment, payable upon settlement of their Performance Share Rights, provide the Executive Officers with the funds necessary for the required tax withholding due upon such settlement, as well as for the required statutory withholding on the bonus amountNo. The amount was determined so substantially all of the payment would be used to pay withholding taxes, with little if any net amount being received by the Executive Officers. The amount of the early payment of the bonus will reduce the amount of the bonus anticipated to be paid at the end of the 2006 fiscal year. The Compensation Committee was confident with the financial performance and current trending of the Company for the remainder of the fiscal year and, therefore, believed that the amount of the bonus that would otherwise be payable at the end of the 2006 fiscal year would at least equal the current partial bonus payment.Description

~~SIGNATURES~~99.1 Press Release issued September 1, 2005, announcing the Company’s results for the fiscal quarter ended July 22, 2005.

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: August 17, 2005	By: /s/ Frank M. Jerneycic
			Frank M. Jerneycic
		Its: Chief Financial Officer and Treasurer

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