**Exhibit 31.2**

 

CERTIFICATION OF CHIEF FINANCIALOFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Mark Pougnet, certify that:

 

1.             I have reviewed this quarterly report on Form 10-QSB ofHyperSpace Communications, Inc.;

 

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

 

3.             Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the small business issuer as of, and for, the periods presented in thisreport;

 

4.             The small business issuer’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) forthe small business issuer and have:

 

(a) Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designated under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b) Omittedpursuant to U.S. Securities and Exchange Commission Release No. 33-8238;

 

(c) Evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

(d) Disclosedin this report any changes in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter (the small business issuer’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto materially affect, the small business issuer’s internal control overfinancial reporting; and

 

5.             The small business issuer’s other certifying officer andI have disclosed, based on our most recent evaluation of internal controls overfinancial reporting, to the small business issuer’s auditors and the auditcommittee of the small business issuer’s board of directors (or persons performingthe equivalent functions):

 

(a) Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the small business issuer’s ability to record, process,summarize and report financial information; and

 

(b) Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 

 

 

 
|               | By:    | /s/ Mark  Pougnet        |
|--------------------|--------|--------------------------|
| November 12,  2004 |   | Mark Pougnet             |
|               |   | Chief  Financial Officer |

 

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