EXHIBIT 31.2
         CERTIFICATION OF CHIEF FINANCIAL OFFICER
     PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Arthur Seidenfeld, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Modern
   Technology Corp.;

2. Based on my knowledge, this quarterly 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 made, not misleading with respect to the period covered
   by this quarterly report;

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

4. The registrant's other certifying officers 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
   registrant and we have;

   a) Designed such disclosure controls and procedures, or caused such
   disclosure controls and procedures to be designated under our
   supervision, to ensure that material information relating to the
   registrant, including its consolidated subsidiaries, is made known
   to us by others within those entities, particularly during the period
   in which this quarterly report is being prepared;

   b) Evaluated the effectiveness of the registrant'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 quarterly report based
   on such evaluation; and

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

5. The registrant's other certifying officers and I have disclosed,
   based on our most recent evaluation of the internal controls over
   financial reporting, to the registrant's auditors and the audit
   committee of registrant's board of directors (or persons performing
   the equivalent functions);

   a) All significant deficiencies and material weaknesses in the
   design or operation of internal controls over financial reporting
   which are reasonably likely to adversely affect the registrant's
   ability to record, process, summarize and report financial data and
   have identified for the registrant's auditors any material weaknesses
   in internal controls; and

   b) Any fraud, whether or not material, that involves management or
   other employees who have a significant role in the registrant's
   internal controls over financial reporting.



                                         By: /s/ Arthur Seidenfeld

                                         Arthur Seidenfeld
                                         Chief Financial Officer

January 28, 2004