<PAGE>
                                                                 Exhibit 31.2



   CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934 RULES 13A-15
                                 AND 15D-15. (5)

I, Thomas A. Cifelli, the Chief Financial Officer of ImproveNet, Inc. ("the
Company"), certify that:

      1.    I have reviewed this quarterly report on Form 10-QSB of ImproveNet,
            Inc;

      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
            under which such statements were 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 presents in
            all material respect the financial condition, results of operations
            and cash flows of the registrants as of, and for, the periods
            presented in this quarterly report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15 and 15d-15) for the registrant
            and have:

            a.    Designed such disclosure controls and procedures 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 for which this quarterly report is being prepared;

            b.    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report ("Evaluation Date");
                  and

            c.    Presented in this quarterly report our conclusions about he
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

      5.    The registrant's other certifying officer an I have disclosed,
            abased on our most recent evaluation, to the registrant's auditors
            and the audit committee of the registrant's board of directors (or
            persons performing the equivalent functions):

            a.    All significant deficiencies in the design or operation of
                  internal controls which could 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; and

      6.    The registrant's other certifying officers and I have indicated in
            the quarterly report whether there were significant changes in
            internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.



Dated: August 18, 2003


                                                     /s/Thomas A. Cifelli
                                                     -----------------------
                                                     Thomas A. Cifelli
                                                     Chief Financial Officer