**Exhibit31.2**

 

**CERTIFICATION PURSUANT TO**

**18 U.S.C. SECTION 1350,**

**AS ADOPTED PURSUANT TO**

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

 

 

I, Phillip Miller,certify that:

 

I have reviewed thisquarterly report on Form 10-QSB of Immediatek, Inc.;

 

Based on my knowledge,this quarterly report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

Based on my knowledge,the financial statements, and other financial information included in thisquarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

The registrant’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and15d-14) for the registrant and we have:

 

designed such disclosurecontrols and procedures to ensure that material information relating to theregistrant, including its consolidating subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report was prepared;

 

evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of theend of the period covered by this quarterly report (the “Evaluation Date”); and

 

presented in thisquarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on the required evaluation as of the EvaluationDate;

 

The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluation,to the registrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls; and

 

The registrant’s othercertifying officers and I have indicated in this quarterly report whether ornot there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 
| Date:                    July 27,  2004 |                                          |
|---------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------|
|                                                                                                                                        |                                          |
|                                                                                                                                        | /s/ Phillip Miller                            |   |
|                                                                                                                                        | Phillip Miller, Chief  Financial Officer      |
|                                                                                                                                        | (Principal Accounting  and Financial Officer) |

 

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