EXHIBIT 31.2


                                 Powerlinx, Inc.
              CERTIFICATION PURSUANT TO SARBANES-OXLEY SECTION 302



I, Douglas Bauer, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of Powerlinx,
          Inc.;

     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;

     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 Small business issuer as of, and for, the periods
          presented in this quarterly report;

     4.   The Small business issuer'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 Small business issuer and have:

     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 subsidiary, is made known
          to us by others within those entities, particularly during the period
          in which this report is being prepared;

     b)   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

     c)   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 (the Small business
          issuer's fourth fiscal quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the Small business issuer's internal control over financial reporting;
          and

     5.   The Small business issuer's other certifying officer 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
          (or persons performing the equivalent functions);

     (c)  All significant deficiencies 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

     (d)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Small business issuer's
          internal controls over financial reporting.


Date: May 17, 2004

 /s/ Douglas Bauer
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Douglas Bauer
Chief Financial Officer