**Exhibit 31.2**

 

Certification of Chief Financial OfficerPursuant to

18 U.S.C. Section 1350 as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the Quarterly Report on Form 10-QSB of Arbor EnTechCorporation (the “Company”) for the fiscal quarter ended January 31, 2004 asfiled with the Securities and Exchange Commission on the date hereof (the“Report”), I, Mark Shefts, Chief Financial Officer of the Company, herebycertify that:

 

(1)   I,Mark Shefts, have reviewed this Quarterly Report on Form 10-QSB of Arbor EnTechCorporation;

 

(2)   Basedon my knowledge, this Quarterly Report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this QuarterlyReport;

 

(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 registrant asof, and for, the periods presented in this Quarterly Report;

 

(4) The registrant’s other certifying officers and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

(a)                                  designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisQuarterly Report is being prepared;

 

(b)                                 evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this Quarterly Report (the“Evaluation Date”); and

 

(c)                                  presented in thisQuarterly Report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

(5) The registrant’s other certifying officers and I have disclosed,based on our most recent evaluation, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing the equivalentfunction):

 

(a)                                  all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

(b)                                 any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

 

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

 
| March 15, 2004 | s/Mark Shefts           |   |
|----------------|-------------------------|--------|
|           | Mark Shefts             |
|           | Chief Financial Officer |

 

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