Exhibit 31.2

Rule 13a-14(a)/15d-14(a)

Certifications.
I, David Cohen, certify that:

1.I have reviewed this quarterly report on Form 10-QSB of LitFunding Corp.;

2.Based on my knowledge, this report does not contain any untrue statement 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
information included 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
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

          (a)  Designed such disclosure controls 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 us by others within those entities, particularly
               during the period in which this report is being prepared;

          (b)  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 report based on such evaluation and

          (c)  Disclosed in this 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
               (the small business issuer's fourth fiscal quarter in the case of
               an annual report) that has materially affected, or is reasonably
               likely to materially affect, the small business issuer's internal
               control over financial reporting; and

5.The small business issuer's other certifying 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):

          (c)  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
               report financial information; and

          (d)  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: November 19, 2004



/s/ David Cohen
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David Cohen
Chief Financial Officer