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:  August 13, 2004
       -----------------

                              /s/ Nita Elliott
                              --------------------------------------------------
                              Nita Elliott, C.F.O.
                              (Principal Financial and Accounting Officer)


                                       17
<PAGE>