**Exhibit 31.2**

 

LEGENDS FINANCIAL HOLDINGS, INC.

 

CERTIFICATION - CHIEF FINANCIAL OFFICER

 

I, Thomas E. Bates, Jr.,certify that:

 

1.             I have reviewed this annual report on Form 10-KSB ofLegends Financial Holdings, Inc.

 

2.             Based on my knowledge, this annual report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.             Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the small business issuer as of, and for, the periods presented in thisreport;

 

4.             The small business issuer’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the smallbusiness issuer and have:

 

a)             Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the small businessissuer, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

 

b)            Evaluated the effectiveness of the small business issuer’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c)             Disclosed in this report any change in the small businessissuer’s internal control over financial reporting that occurred during thesmall business issuer’s fourth fiscal quarter that has materially affected, oris reasonably likely to materially affect, the small business issuer’s internalcontrol over financial reporting; and

 

5.             The small business issuer’s other certifying officersand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the small business issuer’s auditors and the auditcommittee of the small business issuer’s board of directors:

 

a)             all significant deficiencies and material weaknesses inthe design or operation of internal control over financial reporting which arereasonably likely to adversely affect the small business issuer’s ability torecord, process, summarize and report financial information; and

 

b)            any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the small businessissuer’s internal control over financial reporting.

 
| Date: March 31, 2006 | Signature: | /s/ Thomas E. Bates                   |   |
|----------------------|------------|---------------------------------------|--------|
|                 |       | Thomas E. Bates, Jr., Executive Vice  |
|                 |       | President and Chief Financial Officer |

 

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