Exhibit 31.2

        RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Robert Tomlinson, certify that:

   1. I have  reviewed  this annual  report on Form  10-KSB/A of Onstream  Media
Corporation;

   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 annual report;

   3. Based on my  knowledge,  the  financial  statements,  and other  financial
information  included  in this annual  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)) 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 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.

   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 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 or
operation of internal  controls over  financial  reporting  which are reasonably
likely to  adversely  affect  the small  business  issuer's  ability  to record,
process, summarize and report financial infomation; 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
controls over financial reporting.


      February 28, 2006                      By: /s/ Robert E. Tomlinson
                                                 ------------------------
                                                 Robert E. Tomlinson,
                                                 Chief Financial Officer