EXHIBIT 31.2


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



     I, George S. Bernardich, III, 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: August 16, 2004

 /s/ Douglas Bauer
----------------
Douglas Bauer
Chief Financial Officer
August 16, 2004