EXHIBIT 31.2

                                 CERTIFICATIONS

     1.  I  have  reviewed  this  quarterly report on Form 10-QSB for the period
ended  September  30,  2002  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 12, 2004

                                              /s/Leslie  Kent
                                              -------------------------
                                              Leslie  Kent
                                              Chief  Financial  Officer


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