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**Exhibit 31.2**

**CERTIFICATION**

 I, Derick Sinclair, certify that:

| 1.     | I have reviewed this quarterly report on Form      10-QSB of Image Innovations Holdings Inc. (the "small business issuer");                                                                                                                                                                                                    |
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| 2.     | Based on my knowledge, this 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 report; |
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| 3.     | Based on my knowledge, the financial statements,      and other financial information included in this report, fairly present      in all material respects the financial condition, results of operations      and cash flows of the small business issuer as of and for the periods presented      in this report;           |
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| 4.     | The small business issuer's other certifying      officers 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 small business issuer and 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 small business issuer, including      its consolidated subsidiaries, is made known to us by others within those      entities, particularly during the period in which this report is being prepared; |
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|   | b)                                                                                                                                                                                                                                                                                                                             | *; |
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|   | c)                                                                                                                                                                                                                                                                                                                             | Evaluated the effectiveness of the small business issuer's disclosure      controls and procedures and presented in this report our conclusions about      the effectiveness of the disclosure controls and procedures, as of the end      of the period covered by this report based on such evaluation; and |
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|   | d)                                                                                                                                                                                                                                                                                                                             | Disclosed in this report any change in the small business issuer's internal      control over financial reporting that occurred during the small business      issuer's most recent fiscal quarter that has materially affected, or is      reasonably likely to materially affect, the small business issuer's internal      control over financial reporting; and |
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| 5.     | The small business issuer's other certifying      officers and I have disclosed, based on our most recent evaluation of internal      control over financial reporting, to the small business issuer's auditors      and the audit committee of the small business issuer's board of directors:                                |
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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 small business issuer'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 small business issuer's internal      control over financial reporting. |

/s/ Derick Sinclair                                       Chief Financial Officer

 Date: November 15, 2004

 * Indicates material deleted in accordance with SEC Release Nos. 33-8238;  34-47986.

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