**Exhibit 31.2**

 

**CERTIFICATION**

**Pursuantto 18 U.S.C. Section 1350**

**AsAdopted Pursuant to Section 302 of the SARBANES-OXLEY ACT OF 2002**

 

I, Jeffrey E. Platt,certify that:

 

1.     Ihave reviewed this quarterly report on Form 10-Q of Penhall InternationalCorp.;

 

2.     Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3.     Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

 

4.     The registrant’s other certifyingofficer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and we have:

 

a.     designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b.     evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this quarterly report based on such evaluation;and

 

c.     disclosed in this quarterly report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting;

 

5.     The registrant’s other certifyingofficer(s) 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 functions):

 

a.     all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b.     any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 
| Date: November 14,  2005 |   | /s/ Jeffrey E.  Platt |
|-------------------------------|--------|----------------------------|
|                          |   | Jeffrey E. Platt           |
|                          |   | Chief Executive Officer    |

 

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