**Exhibit 31.2**

**RULE 13a-14(a)/15d-14(a) CERTIFICATIONOFCHIEF FINANCIAL OFFICER**

I, Dwayne E. Rocker, certify that:

-   I have reviewed this annual report on Form 10-KSB of FMBEquibanc, Inc.; 
-  Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this report; 
-   Based onmy knowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report; 
-  The registrant'sother certifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a 15(e)and 15d 15(e)) for the registrant and have: 

-  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 registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared; 
-  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; 
-  Evaluated the effectiveness of the registrant's disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and 
-  Disclosed in this report any change in the registrant's internal control overfinancial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and 

- The registrant's other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and theAudit Committee of the registrant's Board of Directors (or persons performing the equivalent functions):

-  All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize andreport financial information; and 
-  Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant's internal control over financialreporting. 

 

        /s/Dwyane E. Rocker         By:       Dwayne E. Rocker            Secretary ofFMB Equibanc, Inc.            (Principalfinancial and accounting officer)

Date:    March 29, 2004