**EXHIBIT 31.2**

 

**FORM 10-QSB**

 

**Certification ofCFO Pursuant to SEC Rule 13a-14**

 

**Quarter ended June 30, 2005**

 

I, Thomas E. Fox, certify that:

 

1.               I have reviewedthis quarterly report on Form 10-QSB of Southwest Casino Corporation;

 

2.               Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the small businessissuer as of, and for, the periods presented in this report;

 

4.               Thesmall business issuer’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andhave:

 

(a)          Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the small business issuer,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

(b)         Evaluated the effectiveness of the small business issuer’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

(c)          Disclosed in this report any change in the small business issuer’sinternal control over financial reporting that occurred during the smallbusiness issuer’s most recent fiscal quarter (the small business issuer’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer’s internal control over financial reporting; and

 

5.               Thesmall business issuer’s other certifying officer(s) and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe small business issuer’s auditors and the audit committee of the smallbusiness issuer’s board of directors (or persons performing the equivalentfunctions):

 

(a)          All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the small business issuer’s ability to record,process, summarize and report financial information; and

 

(b)         Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the small business issuer’s internalcontrol over financial reporting.

 
| Date: August 15, 2005 |                                                   |
|-----------------------|--------------------------------------------------------|
|                  |                                                   |
|                  |                                                   |  /s/ Thomas E. Fox |   |
|                  | Thomas E. Fox, President  and Chief  Financial Officer |

 

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