Exhibit
31.2





CERTIFICATION
OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A)


(SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002)





I,
Stanley Tepper, as Acting Chief Financial Officer certify that:




1.
I have reviewed this annual report on Form 10-KSB of Family Room Entertainment
Corporation (the "Company");





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





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





4.
The Company’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and
have:





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 this annual report is being prepared;





b)  Designed such internal
control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles;





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





d)
disclosed in this report any change in the Company's internal control over
financial reporting that occurred during the Company’s fourth fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting;





5.
The Company's other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the Company's
auditors and the audit committee of the Company's board of directors (or persons
performing the equivalent functions);





a)
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the Company's ability to record, process, summarize and report
financial data,  and





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





Date:
October 14, 2008


/s/
      Stanley Tepper____________________________
              Stanley
      Tepper
              Acting
      Executive VP Finance & Accounting and Chief Financial
      Officer