EXHIBIT

31.2

 

CERTIFICATIONS

 

I, George Lefevre,certify that:

 

1.        I have reviewed this quarterly report on Form 10-QSB of EntreMetrix Corporation(the "Company") for the quarterly period ending June 30, 2004.

 

2.        Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of circumstances under which such statements weremade, not misleading with respect to the period covered by the quarterly report;and

 

3.        Based on my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Company as of,and for, the periods presented in the quarterly report.

 

4.        The registrant's other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the Company and have:

 

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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 Company, including its consolidated  subsidiaries, is made known to us by others within those entities,  particularly during the period in which the quarterly report is being  prepared;

 

b)          evaluated the effectiveness of the Company's disclosure controls and  procedures and presented in the quarterly report our conclusions about the  effectiveness of the disclosure controls and procedures, as of the end of the  period covered by the quarterly report based on such evaluation; and

 

c)          disclosed in the quarterly report any change in the Company's internal control  over financial reporting that occurred during the Company's most recent fiscal  quarter that has materially affected, or is reasonably likely to materially  affect, the Company's internal control over financial reporting;

5.        The registrant's other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theCompany's auditors and the audit committee of Company's board of directors (orpersons performing the equivalent functions);

 

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a)          all significant deficiencies in the design or operation of internal controls  which could adversely affect the Company's ability to record, process,  summarize and report financial data and have identified for the Company's  auditors any material weaknesses in internal controls; and

 

b)          any fraud, whether or not material, that involves management or other  employees who have a significant role in the Company's internal controls over  financial reporting.

 

 

Dated: August 16,2004                                                                                                                                    By: /s/ George Lefevre                                 
                                                                                                                                                                                   George Lefevre, Chief Financial Officer