**Exhibit 31.2**

 

**CERTIFICATION OF PRINCIPAL FINANCIALOFFICER**

 

**PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

 

I, Timothy P. O’Neil, certify that:

 

1. I have reviewed this annual report on Form 10-K of LOUDTechnologies Inc.;

 

 2.  Based on my knowledge, this report doesnot contain 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 report;

 

 3. Based on my knowledge, the financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

 

 4. The registrant’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:

 

(a)          Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, 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 registrant’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

(c)          Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5. The registrant’s other certifying officer and I havedisclosed, based on our most recent evaluation of   internal control over financial reporting,to the registrant’s auditors and the audit committee of the registrant’s boardof directors:

 

(a) All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.

 
| Dated:   March 31, 2006 | By:      |   /s/ Timothy P.  O’Neil                       |   |
|-----------------------------------|----------|----------------------------------------------------------|--------|
|                              |     |  Timothy P. O’Neil                             |
| * *                          | * * | * Chief  Financial Officer, Senior Vice President,* |
| * *                          | * * | * Secretary  and Treasurer*                         |

 

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