Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THESARBANES-OXLEY ACT OF 2002

 

I, William Melchiori,certify that:

1) As of December 31,  2006, I have reviewed this annual report of Form 10-KSB;

 

2) Based on my knowledge,  this 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 report;

 

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

 

4) The small business  issuer's other certifying officer(s) and I are responsible for establishing  and maintaining disclosure controls and procedures (as defined in Exchange Act  Rules 13a-15(e) and 15d-15(3)) and internal control over financial reporting  (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small  business issuer and have:

 

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

 

b) Designed such    internal control over financial reporting, or caused such internal control    over financial reporting to be designed under our supervision, to provide    reasonable assurance regarding the reliability of financial reporting and    the preparation of financial statements for external purposes in accordance    with generally accepted accounting principles;

 

c) Evaluated the    effectiveness of the small business issuer'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 report based on such evaluation; and

 

d) Disclosed in this    report any change in the small business issuer's internal control over    financial reporting that occurred during the small business issuer's most    recent fiscal quarter (the small business issuer's fourth fiscal quarter in    the case of an annual report) that has materially affected, or is reasonably    likely to materially affect, the small business issuer's internal control    over financial reporting; and

 

5) The small business  issuer's other certifying officer(s) and I have disclosed, based on our most  recent evaluation of internal control over financial reporting, to the small  business issuer's auditors and the audit committee of the small business  issuer's board of directors (or persons performing the equivalent functions):

 

a) All significant    deficiencies and material weaknesses in the design of operation of internal    control over financial reporting which are reasonably likely to adversely    affect the small business issuer's ability to record, process, summarize and    report financial information; and

 

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

 

Date: March 28, 2007

 

/s/ William Melchiori

By: William Melchiori

CFO