**Exhibit 31.2**

 

**CERTIFICATION PURSUANT TO**

**18 U.S.C. SECTION 1350,**

**AS ADOPTED PURSUANT TO**

**SECTION 302 OF THE SARBANES-OXLEY ACT OF2002**

 

I, Allan Frank, certify that:

 

1.               I have reviewed this quarterly report on Form10-QSB of Axcess International, Inc.;

2.               Based on my knowledge, this quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

3.               Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

4.               The registrant’s other certifying officersand I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and15d-14) for the registrant and we have:

a)              designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidating subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportwas prepared;

b)             evaluated the effectiveness of the registrant’sdisclosure controls and procedures as of the end of the period covered by thisquarterly report (the “Evaluation Date”); and

c)              presented in this quarterly report our conclusionsabout the effectiveness of the disclosure controls and procedures based on therequired evaluation as of the Evaluation Date;

5.               The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

a)              all significant deficiencies in the design oroperation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

b)             any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

6.               The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 
| Date:  | August 12, 2004                                                  |
|--------|-----------------------------------------------------------------------|
|   |                                                                  |
|   | /s/ ALLAN L. FRANK                                                    |   |
|   | Allan L. Frank, Vice President, Chief Financial Officer and Secretary |
|   | (Principal Accounting and Financial Officer)                          |
|        |                                                                       |  |  |

 

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