**Exhibit 31.2**

 

Certification of Chief Financial OfficerPursuant toSection 302 of the Sarbanes-Oxley Act of 2002

 

In connection with the Annual Report on Form 10-KSB of Arbor EnTechCorporation (the “Company”) for the fiscal year ended April 30, 2004 as filedwith the Securities and Exchange Commission on the date hereof (the “Report”),I, Mark Shefts, Chief Financial Officer of the Company, hereby certify that:

 

(1)  I, Mark Shefts, have reviewed this annual report on Form10-KSB of Arbor EnTech Corporation;

 

(2)  Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this annual report;

 

(3)  Based on my knowledge, the financial statements andother financial information included in this annual report fairly present inall material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this annualreport;

 

(4)  The registrant’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant andhave:

 

(a)                                 designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

 

(b)                                evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this annual report (the“Evaluation Date”); and

 

(c)                                 presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

(5)  The registrant’s other certifying officers and I havedisclosed, based on our most recent evaluation, to the registrant’s auditorsand the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

 

(a)                                 allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

(b)                                anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

 

(6)  The registrant’s othercertifying officers and I have indicated in this annual report whether or notthere were significant changes in internal controls or in other factors thatcould significantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 
| August 12, 2004 | /s/ Mark Shefts         |   |
|----------------------|-------------------------|--------|
|                 | Mark Shefts             |
|                 | Chief Financial Officer |

 

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