**Exhibit 31.2**

 

**ASTREX, INC. AND SUBSIDIARIES**

 

**CERTIFICATION OF PERIODIC REPORT**

 

I, Joseph Looney, ChiefFinancial Officer of Astrex, Inc. (the “Company”), certify that:

 

1.               Ihave reviewed this quarterly report on Form 10QSB of Astrex, Inc.:

 

2.               Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period presented in this quarterlyreport;

 

3.               Basedon 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 registrant asof, and for, the periods presented in this quarterly report;

 

4.               Theregistrant’s other certifying officer and I are responsible for establishingand maintaining  disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f))for the registrant and have:

 

a.   Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b.  Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c.  Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the diclosure controls and procedures as of the end of the period covered bythis report based on such evaluation; and

 

d.  Disclosed in this report any change in the registrant’s internal controlover financial reporting  that occurredduring  the registrant’s most recentfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

5.     The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent function):

 

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 notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 

 

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| August  8, 2003 |                     |
|----------------------|--------------------------|
|                 |                     |
|                 |                     |
|                 | /s/ Joseph  Looney       |   |
|                 | Joseph  Looney           |
|                 | Chief  Financial Officer |

 

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