EXHIBIT 31.2
                                 CERTIFICATIONS

I,  Leslie  Kent,  Chief  Financial Officer of VerticalBuyer, Inc. certify that:

     1.  I  have  reviewed  this  quarterly report on Form 10-QSB for the period
ended  June  30,  2004  of  VerticalBuyer,  Inc.

     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;

     4.  The  small  business  issuer's  other  certifying  officers  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)) 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  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 quarterly report is
being  prepared;

     b)  Designed such internal control over financial reporting, or caused such
internal  control over financial reporting 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  principals;

     c)  Evaluated  the  effectiveness of the small business issuer's disclosure
controls  and  procedures and presented in this quarterly 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  our  evaluation;  and

     d)  Disclosed  in  this  report  any  change in the small business issuer's
internal  control  over financial reporting that occurred during the 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.

     5.  The  small  business  issuer's  other  certifying  officers  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 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

     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:  July  27,  2004                                   /s/ Leslie Kent
                                                         -----------------------
                                                         Leslie  Kent
                                                         Chief Financial Officer


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