**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, 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 15, 2007


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