EXHIBIT 31.2

           I, Peter Steil, certify that:

          1. I have reviewed this  quarterly  report on Form 10-Q of APO Health,
    Inc.;

          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 the  circumstances  under which such
    statements  were made, not misleading  with respect to the period covered by
    this report;

          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  registrant  as of,  and for,  the  periods  presented  in this
    report;

          4. The registrant's other certifying officer 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)) for the registrant 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
       registrant,  including its consolidated subsidiaries, is made known to us
       by others within those entities,  particularly during the period in which
       this report is being prepared;

             (b) [Omitted pursuant to SEC Release No. 33-8238];

             (c)  Evaluated the  effectiveness  of the  registrant'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  registrant's
       internal  control  over  financial  reporting  that  occurred  during the
       registrant's most recent fiscal quarter (the  registrant's  fourth fiscal
       quarter in the case of an annual report) that has materially affected, or
       is reasonably  likely to materially  affect,  the  registrant's  internal
       control over financial reporting; and

          5. The  registrant's  other  certifying  officer and I have disclosed,
    based on our most recent  evaluation  of  internal  control  over  financial
    reporting,  to the  registrant's  auditors  and the audit  committee  of the
    registrant'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  registrant's  ability to
       record, process, summarize and report financial information; and

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

                                               /s/ Peter Steil
                                           -----------------------
                                               Dr. Peter Steil
                                           Chief Financial Officer

Date: August 14, 2003

 906 CERTIFICATION