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: June 17, 2004




/s/ David Cohen
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David Cohen
Chief Financial Officer