Exhibit 31.2

# CERTIFICATION CHIEF
FINANCIAL OFFICER PURSUANT TO RULES 13a-14(a)/15D-14(a) UNDER THE SECURITIES ACT OF 1934,
AS AMENDED

I, James V. Sadrianna, certify that:

1.     I have reviewed this
quarterly report on Form 10-QSB of TS&B Holdings, 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; and

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 position, results of
operations, and cash flows of the issuer as of, and for, the periods presented in this
quarterly report.

4.     I am responsible for
establishing and maintaining disclosure controls and procedures for the issuer and have:

| | (i) | 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 issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this quarterly  report
is being prepared.
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| | (ii) | Evaluated the effectiveness of the issuers disclosure controls and procedures as
presented in this quarterly  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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| | (iii) | Disclosed in this report any change in the issuers internal control over financial
reporting that occurring during the issuers most recent fiscal year that has
materially affected, or its reasonably likely to materially affect the issuers internal
control over financial reporting; and
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5.     I have
disclosed, based on my most recent evaluation, to the issuers auditors and the audit
committee of the board of directors (or persons fulfilling the equivalent function):

| | (i) | All
significant deficiencies in the design or operation of internal controls which could
adversely affect the issuers ability to record, process, summarize and report
financial data and have identified for the issuers auditors any material weaknesses
in internal controls (none were so noted); and
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| | (ii) | Any fraud, whether or not material, that involves management or other employees who have a
significant role in the issuers internal controls (none were so noted); and
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6.     I have
indicated in the report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

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| | Date: 11/19/04
BY: /s/ James V. Sadrianna
James V. Sadrianna, Chief Financial Officer