EXHIBIT31.2

 

CERTIFICATION

 

I,David Polay, certify that:

 

1.I have reviewed this quarterly report on Form 10-QSB of Petrol Oil and Gas,Inc.;

 

2.Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this quarterlyreport;

 

3.Based on my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the small businessissuer as of, and for, the periods presented in this quarterly report;

 

4.The small business issuer's other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for thesmall business issuer and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the small business issuer, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the small business issuer's disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

(d)Disclosed in this report any change in the small business issuer's internalcontrol over financial reporting that occurred during the small businessissuer's most recent fiscal quarter (the small business issuer's fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the small business issuer's internalcontrol 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 financialreporting, to the small business issuer's auditors of the small businessissuer's board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely 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 employeeswho have a significant role in the small business issuer's internal control overfinancial reporting.

 

 

Date:May 17, 2004

 

/S/DavidPolay               

DavidPolay

ChiefFinancial Officer