**EXHIBIT 31.2**

 

**Certifications pursuant to Securities and Exchange Act of 1934**

**Rule 13a-14 as adopted pursuant to Section 302 ofSarbanes-Oxley Act of 2002**

 

I, Mark Shefts, Chief Financial Officer of ARBOR ENTECH CORPORATION(the “Registrant”), certify that:

 

1. I have reviewed this quarterly report on Form 10-QSBof the Registrant;

 

2. Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3. Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Registrant as of, and for, the periods presented in thisreport;

 

4. The Registrant’s other certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the Registrant and have:

 

a.               Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b.              Evaluated the effectivenessof the Registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c.               Disclosed in thisreport any change in the Registrant’s internal control over financial reportingthat occurred during the Registrant’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the Registrant’sinternal control over financial reporting; and

 

5.                                       The Registrant’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Registrant’sauditors and the audit committee of the Registrant’s board of directors (orpersons performing the equivalent functions):

 

a.               All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to

 

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adversely affect the Registrant’s ability torecord, process, summarize and report financial information; and

 

b.              Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the Registrant’s internal control over financial reporting.

 

 
| Date: September 16, 2005 | s/ Mark  Shefts                      |   |
|-------------------------------|--------------------------------------|--------|
|                          | Mark Shefts, Chief Financial Officer |

 

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