**Exhibit 31.2**

** **

**Chief Financial Officer Certification**

 

I, Joseph Zumwalt, certifythat:

 

1.                                       Ihave reviewed this I have reviewed this Amendment No. 1 to Annual Report onForm 10-K for the fiscal year ended June 30, 2004 (“Amendment No. 1”) of WeidaCommunications, Inc.;

 

2.                                       Basedon my knowledge, this Amendment No. 1 does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this Amendment No.1;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this Amendment No. 1, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this Amendment No. 1;

 

4.                                       Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have;

 

(a)                                  designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis Amendment No. 1 is being prepared;

 

(b)                                 evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this Amendment No. 1 (the “EvaluationDate”); and

 

(c)                                  presented in this Amendment No. 1 our conclusions about theeffectiveness of the disclosure controls and procedures based on our evaluationas of the Evaluation Date;

 

5.                                       Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions);

 

(a)                                  allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

(b)                                 any fraud, whether or not material, that involves managementor other employees who have a significant role in the registrant’s internalcontrols; and

 

6.                                       Theregistrant’s other certifying officers and I have indicated in this AmendmentNo. 1 whether there were significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 

 
| Date: October 27, 2004 |                    |
|------------------------|-------------------------|
|                   |                    |
| By:                    | /s / Joseph Zumwalt     |   |   |
|                   | Joseph Zumwalt          |   |
|                   | Chief Financial Officer |   |
|                        |                         |  |  |

 

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