**Exhibit 31.2**

 

Certification of Chief Financial Officer Pursuant to18 U.S.C. Section 1350 as Adopted Pursuant toSection 906 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 October 31, 2003 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’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 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’s other certifyingofficers and I have disclosed, based on our most recent evaluation, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

(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’s other certifyingofficers and I have indicated in this quarterly report whether or not therewere significant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

 
| December 12,  2003 |   |   |   |   |   | s/Mark  Shefts           |   |
|--------------------|--------|--------|--------|--------|--------|--------------------------|--------|
|               |   |   |   |   |   | Mark Shefts              |   |
|               |   |   |   |   |   | Chief  Financial Officer |   |

 

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