**EXHIBIT 31.2**

**OFFICER'S CERTIFICATEPURSUANT TO SECTION
302**

I, Jay D. Solomon, certify that:

|1. | I have reviewed this annual report on Form 10-KSB of MCG
      Diversified, Inc.;                                                                                                                                                                                                                                                                                                                            
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|2. | Based on my knowledge, this annual 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 annual report;                                                             
|3. | Based on my knowledge, the financial statements, and other
      financial information included in this annual report, fairly present in
      all material respects the financial condition, results of operations and
      cash flows of the registrant as of, and for, the periods presented in this
      annual report;                                                                                
|4. | The registrant's other certifying officers and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
      registrant and have:                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                           
|5. | The registrant's other certifying officers and I have
      disclosed, based on our most recent evaluation, to the registrant's
      auditors and the audit committee of registrant's board of directors (or
      persons performing the equivalent functions):                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                           
|6. | The registrant's other certifying officers and I have
      indicated in this annual report whether there were significant changes in
      internal controls or in other factors that could significantly affect
      internal controls subsequent to the date of our most recent evaluation,
      including any corrective actions with regard to significant deficiencies
      and material weaknesses.

|Date: March 30, 2004                                                                  
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|/s/ JAY D. SOLOMON                                                                    
|Jay D. Solomon, Treasurer, Chief Financial Officer, Principal
      Accounting Officer