Exhibit 31.2

                              CERTIFICATION

I, Linda Smith,Treasurer and Chief Financial Officer of Zeno,Inc., certify that:

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

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of 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 quarterly report;

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

4.   I am responsible for establishing 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 small business issuer and I have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material information relating to the small business issuer,  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)   designed such internal  control over  financial  reporting,  or caused
          such  disclosure  control  and  procedures  to be  designed  under our
          supervision, to provide reasonable assurance regarding the reliability
          of financial reporting and the preparation of financial statements for
          external  purposes in accordance  with generally  accepted  accounting
          principles;

     c)   evaluated the effectiveness of the small business issuer'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  quarterly  report  based on
          such evaluation; and

    d)    disclosed in this  quarterly  report any change in the small  business
          issuer's  internal  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 control over financial reporting; and


5.  I have disclosed,  based on my most recent  evaluation of internal  controls
    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 or
       operation  of  internal  control  over  financial   reporting  which  are
       reasonably likely to adversely affect the small business issuer's ability
       to record, process, summarize and reporting financial information; and

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



Date:  December 7, 2004                        /s/ Linda Smith
                                               ------------------------------
                                               Linda Smith
                                               C.F.O., Treasurer and
                                               principal accounting officer