CERTIFICATION PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, Derek J. Brent, certify that:

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

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement  of a material  fact or omit 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 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  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          1.   designed such  disclosure  controls and procedures to ensure that
               material information relating to the registrant, is made known to
               us by others  within  those  entities,  particularly  during  the
               period  in which  this  quarterly  report is being  prepared;

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

          3.   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date.

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

          1.   All  significant  deficiencies  in the  design  or  operation  of
               internal  control 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
               weakness in internal controls;  and

          2.   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 officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could  subsequently  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date November 14, 2003


/s/  Derek J. Brent
Derek J. Brent,
Chief Financial Officer, Rezconnect Technologies, Inc.
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