**Exhibit31.2**

 

I, Daniel Harvey, certify that:

 

I have reviewed thisquarterly report on Form 10-Q of Traffix, Inc. (“Registrant”);

 

Based on my knowledge, thisreport 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 thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

The registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) forthe registrant and have:

a)             designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)            designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial statements for external purposes in accordancewith generally accepted accounting principles.

 

c)             evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d)            disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s fourth fiscal quarter that has materially affected, oris reasonably likely to materially affect, the registrant’s internal controlover financial reporting;

 

The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent functions):

a)             All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

b)            Any fraud, whether or not material, that involves management or other employees who havea significant role in the registrant’s internal control over financialreporting.

 

 

Date: July 15, 2005

 
|   | By:    | /s/ Daniel Harvey       |   |
|--------|--------|-------------------------|--------|
|   |   | DANIEL HARVEY           |
|   |   | Chief Financial Officer |

 

A signed original of this written statementrequired by Section 906 has been provided to Traffix, Inc. and will be retainedby Traffix, Inc. and furnished to the Securities and Exchange Commission or itsstaff upon request.

 

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