EXHIBIT 31.2

      CERTIFICATE PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nita Elliott, C.F.O., certify that:

          1.   I have reviewed this quarterly report on Form 10-QSB of the
               Company;

          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 quarterly
               report;

          3.   Based on my knowledge, the financial statements, and other
               financial information included in this quarterly report, fairly
               present in all material respects the financial condition, results
               of operations and cash flows of the Company as of, and for, the
               periods presented in this quarterly report;

          4.   The Company's other certifying officer 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
               Company and have:

               (a)  designed such disclosure controls and procedures, or caused
                    such disclosure procedures to be designed under our
                    supervision, to ensure that material information relating to
                    the Company, including its consolidated subsidiaries, is
                    made known to us by others within those entities,
                    particularly during the period in which this periodic report
                    is being prepared;

               (b)  evaluated the effectiveness of the Company's internal
                    disclosures 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

               (c)  disclosed in this report any change in the Company's
                    internal control over financial reporting that occurred
                    during the Company's most recent fiscal quarter (the
                    Company's fourth fiscal quarter in the case of an annual
                    report) that has materially affected, or is reasonably
                    likely to materially affect, the Company's internal control
                    over financial reporting.

          5.   The Company's other certifying officer and I have disclosed,
               based on our most recent evaluation of internal control over
               financial reporting, to the Company's auditors and the audit
               committee of the Company's board of directors:

               (a)  all significant deficiencies and material weaknesses in the
                    design or operation of internal controls over financial
                    reporting which are reasonably likely to adversely affect
                    the Company'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
                    Company's internal control over financial reporting.


Date:  November 15, 2004
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                                / s/  Nita Elliott
                                ----------------------------------------------
                                Nita Elliott, C.F.O.
                                (Principal Financial and Accounting Officer)


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