**Exhibit 31.2**

 

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

 

I, Mark A. Cox, certifythat:

 

1.                                       I have reviewed this annual report on Form10-KSB of Refocus Group, Inc.;

 

2.                                       Based on my knowledge, this 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,and other 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 certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the small business issuer and have:

 

a)                                      Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

b)                                     Evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c)                                      Disclosed in this report any change in thesmall business issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

 

5.                                       The small business issuer’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the small business issuer’s auditorsand the audit committee of the small business issuer’s board of directors (orpersons performing the equivalent functions):

 

a)                                      All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the small business issuer’sability to record, process, summarize and report financial information; and

 

b)                                     Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal control over financial reporting.

 

Dated: March 30, 2004

 

 
|   |   /s/ Mark A. Cox         |   |
|--------|--------------------------------|--------|
|   |   Mark A. Cox             |
|   |   Chief Financial Officer |

 

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