Exhibit 31.2



CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Ann Crossman, certify that:



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



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 and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 control 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 this report is being prepared;



(b) 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



(c) 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuers auditors and 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 or 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: November 13, 2003



|/s/ Ann Crossman                                         
|---------------------------------------------------------
|Ann Crossman Director of Finance, Secretary and Treasurer



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