EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, George E. Betts, certify that:

     1.  I  have  reviewed this quarterly report on Form 10-QSB/A of ZANN Corp.;

     2.   Based  on  my  knowledge,  this  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 report;

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

     4.   The  small  business  issuer'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 small
business  issuer  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  small  business  issuer,
including  its  consolidated  subsidiary,  is  made known to us by others within
those  entities,  particularly  during  the period in which this report is being
prepared;

          (b)  Evaluated  the  effectiveness  of  the  small  business  issuer'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;  and

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

     5.   The  small  business  issuer's  other  certifying  officer  and I have
disclosed,  based  on  our  most  recent  evaluation  of  internal  control over
financial  reporting,  to  the  small  business  issuer's auditors and the audit
committee  of  the  small  business  issuer'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 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
other  employees  who  have  a  significant  role in the small business issuer's
internal  control  over  financial  reporting.


Dated: September 8, 2005

                                        /s/George E. Betts
                                        ----------------------------------------
                                        George E. Betts, Chief Financial Officer


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