Exhibit 31.2

 

I, Donald Gruneisen, certify that:

 
|   | 1. I have reviewed this annual report on Form 10-KSB of Pipeline Data, 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-15(e) and 15d-15(e)) and internal  control over financial reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the registrant and have:

 

a) 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, including its consolidated subsidiaries, is made known to us by others within those      entities, particularly during the period in which this quarterly report is being prepared;

 

b) 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 (the “Evaluation Date”); and

 

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or that is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying  officers 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):

 

a) All significant deficiencies and material 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

 

b) 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.

 

April 3, 2006

 
|   | /s/ Donald Gruneisen                      |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                               |
|   | Donald Gruneisen                                                                                                                                   |
|   | Chief Financial Officer                                                                                                                            |

 

 

72

 

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