**Exhibit 31.2**

 

I, Gerry B. Berg, certify that:

 

1.             I have reviewed thisForm 10-QSB of Com-Guard.com, Inc.

 

2.             Based on myknowledge, the Amendment does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report.

 

3.             Based on myknowledge, the financial statements, and the financial information included inthis Amendment, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report.

 

4.             The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

 

(a)           Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervisions,  to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this Amendment is beingprepared;

 

(b)           Designed such internalcontrols over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statement for external purposed in accordance with generallyaccepted accounting principles;

 

(c)           Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d)            Disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s fourth fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and

 

5.             The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

a)             Allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information and have identified for the registrant’s auditorsany material weaknesses in internal controls; and

 

b)            Anyfraud, whether or not material, that involves management or other employees whohave

 

1

----

 

a significantrole in the registrant’s internal control over financial reporting.

 
| DATED: November 17, 2003 |               |
|--------------------------|--------------------|
|                     | /s/ Gerry B.  Berg |
|                     |               | GERRY B.  BERG |
|                     |               | Chief  Financial Officer |

 

2

----