**Exhibit
        31.2**
 
 CERTIFICATION
        OF CHIEF FINANCIAL OFFICER
 
 I,
        Katherine A. Dering, certify that:
 
 1.
        I have
        reviewed this quarterly report on Form 10-QSB of Debt Resolve,
        Inc.;
 
 2.
        Based
        on my knowledge, this quarterly 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
        report;
 
 3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this 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 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-15(e) and 15d-15(e)) for the registrant and have:
 
 designed
        such disclosure controls and procedures, or caused such disclosure controls
        and
        procedures to be designed under our supervision, to ensure that material
        information relating to the registrant is made known to us, particularly
        during
        the period in which this report is being prepared;
 
 designed
        such internal control over financial reporting, or caused such internal control
        over financial reporting to be designed under our supervision, to provide
        reasonable assurance regarding the reliability of financial reporting and
        the
        preparation of financial statements for external purposes in accordance with
        generally accepted accounting principles;
 
 evaluated
        the effectiveness of the registrant's disclosure controls and procedures
        and
        presented in this report our conclusions about the effectiveness of the
        disclosure controls and procedures, as of the end of the period covered by
        this
        report based on such evaluation; and
 
 disclosed
        in this quarterly report any change in the registrant's internal control
        over
        financial reporting that occurred during the registrant's most recent fiscal
        quarter (the registrant's fourth fiscal quarter in the case of an annual
        report)
        that has materially affected, or is reasonably likely to materially affect,
        the
        registrant's internal control over financial reporting; and
 
 5.
        The
        registrant's other certifying officer(s) and I have disclosed, based on our
        most
        recent evaluation of internal control over financial reporting, to the
        registrant's auditors and the audit committee of registrant's board of directors
        (or persons performing the equivalent functions):
 
 all
        significant deficiencies and weaknesses in the design or operation of internal
        control over financial reporting which are reasonably likely to adversely
        affect
        the registrant's ability to record, process, summarize and report financial
        information; and
 
 any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the registrant's internal control over financial
        reporting.
  Date: November 14, 2005/s/ Katherine
                  A. DeringKatherine
                    A. Dering
                  Chief
                    Financial Officer
                  (principal
                    accounting officer)