**Exhibit31.2**

 

Certification ofChief Financial Officer Pursuant to18 U.S.C. Section 1350 as Adopted Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002

 

In connection with theQuarterly Report on Form 10-QSB of Arbor EnTech Corporation (the “Company”) forthe fiscal quarter ended July 31, 2004 as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, Mark Shefts, ChiefFinancial Officer of the Company, hereby certify that:

 

(1)   I, Mark Shefts, have reviewed this quarterlyreport on Form 10-QSB of Arbor EnTech Corporation;

 

(2)   Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to theperiod covered by this quarterly report;

 

(3)   Based on my knowledge, the financialstatements and other financial information included in this quarterly reportfairly 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’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

 

(a)                                  designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

(b)                                 evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

(c)                                  presentedin this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the EvaluationDate;

 

(5) The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunction):

 

(a)                                  allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

(b)                                 anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

 

(6) The registrant’sother certifying officers and I have indicated in this quarterly report whetheror not there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 

 
| September 14, 2004 | s/Mark Shefts           |   |
|-------------------------|-------------------------|--------|
|                    | Mark Shefts             |
|                    | Chief Financial Officer |

 

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