Exhibit 31.2 Certificate: 

 

CERTIFICATE OF OFFICER 

GRAY PEAKS, INC. 

 

I, Bary Bertiger, certify that: 

 

1. I have reviewed this Form 10-QSB for the period ended September 30, 2005 of GrayPeaks, Inc.; 

 

2. Based on my knowledge, this report does not contain any untruestatement 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 informationincluded in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 

 

4. The small business issuer’s other certifying officer(s) and I are responsible forestablishing 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 smallbusiness issuer and have: 

 

(a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared; 

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles; 

 

(c) Evaluated the effectiveness of the small business issuer’sdisclosure 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 small business issuer’sinternal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal controlover financial reporting; and 

 

5. The small business issuer’s othercertify officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s 

auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions): 

 

(a) All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and 

 

(b) Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the small business issuer’s internal control over financial reporting. 

 

Date: November 15, 2005 

 
  /s/    BARY BERTIGER        Title: **Co-Chief Executive Officer**