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                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Roger B. Ponting, certify that:

1.      I have reviewed this Amendment No. 1 to Transition Report on Form 10-KSB
        of MailKey Corporation (the "company");

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 company as of, and for, the periods presented in this report;

4.      The company'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(e)) for the company
        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
                company, 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 company'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 company's internal
                control over financial reporting that occurred during the
                company's most recent fiscal quarter (the company's fourth
                fiscal quarter in the case of an annual report) that has
                materially affected, or is reasonably likely to materially
                affect, the company's internal control over financial reporting;
                and

5.      The company's other certifying officers and I have disclosed, based on
        our most recent evaluation of internal control over financial reporting,
        to the company's auditors and the audit committee of the company'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

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                affect the company'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 company's
                internal control over financial reporting.



Date:  July 19, 2004

                                            /s/  Roger B. Ponting
                                            -----------------------------------
                                            Roger B. Ponting
                                            Chief Financial Officer







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