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                                                          Exhibit 31.2


CFO Certification


I, Stanley Tepper, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB/A
              of Warning Model Management Inc. (the "Company");

         2. Based on my knowledge, this quarterly 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 quarterly report; and

         3. Based on my knowledge, the financial statements, and
              other financial information included in this quarterly
            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 quarterly 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-14 and 15d-14) 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 quarterly report is being prepared;

                  b) 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

                  c) disclosed in this report any change in the
Company's internal control over financial reporting that occurred
during the Company's most recent 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 Company's board of directors (or persons performing
the equivalent functions);

                  a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the
Company's ability to record, process, summarize and report financial
data and have identified for the Company's auditors any material
weaknesses in internal controls; and

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


Date: November 24, 2003

/s/ STANLEY TEPPER
------------------------
Stanley Tepper
Chief Financial Officer

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