**Exhibit 31.2**

 

CERTIFICATION OF CHIEFFINANCIAL OFFICERPURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002

 

I, Mark Pougnet, certify that:

 

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

 

2.                                       Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the small business issuer as of, and for, the periodspresented in this report;

 

4.                                       The small business issuer’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small businessissuer and have:

 

(a) Designed suchdisclosure 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) Omitted pursuant toU.S. Securities and Exchange Commission Release No. 33-8238;

 

(c) Evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(d) Disclosed in thisreport 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 certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrols over financial reporting, to the small business issuer’s auditors andthe audit committee of the small business issuer’s board of directors (orpersons performing the equivalent functions):

 

(a) All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the small business issuer’s ability to record, process, summarize andreport financial information; and

 

(b) Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financialreporting.

 

 
|               | By:    | /s/ Mark Pougnet        |
|--------------------|--------|-------------------------|
| July 19, 2005 |   | Mark Pougnet            |
|               |   | Chief Financial Officer |

 

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