**Exhibit 31.2**

EXHIBIT 31.2

** **

CERTIFICATION OFCHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Thomas Lee, Chief Financial Officerof Intermost Corporation, certify that:

 

1.   Ihave reviewed this annual report on Form 10-K/A of Intermost Corporation;

 

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

 

3.   Basedon my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periodspresented in this report;

 

4.   Thesmall business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as definedin Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

 

b.   Designedsuch 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 small business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared;

 

c.   Designedsuch internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;

 

d.   Evaluatedthe effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and

 

e.   Disclosedin this report any change in the small business issuer’s internal control over financial reporting that occurred during thesmall business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’sinternal control over financial reporting; and

 

5.   Thesmall business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’sboard of directors (or persons performing the equivalent functions):

 

a.   Allsignificant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financialinformation; and

 

b.   Anyfraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’sinternal control over financial reporting.

 

Date: March 14, 2012