**Exhibit 31.2**

 

**CERTIFICATIONS**

I, Lau Kwok Hung, certify that:

 

1.             I have reviewedthis Annual Report on Form 10-K of Centiv, Inc;

 

2.             Based on myknowledge, this Annual Report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this Annual Report;

 

3.             Based on myknowledge, the financial statements, and other financial information includedin this Annual Report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this Annual Report;

 

4.                                       The Company’s other certifying officer and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and wehave:

 

 a.                                    designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, is made knownto us by others within the entity, particularly during the period in which thisAnnual Report is being prepared;

 

b.                                      evaluated the effectiveness of the Company’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this Annual Report based on such evaluation; and

 

c.                                       disclosed in this report any change in the Company’s internalcontrol over financial reporting that occurred during the Company’s most recentcalendar quarter that has materially affected, or is reasonably likely tomaterially affect, the Company’s internal control over financial reporting; and

 

 

5.             The Company’s othercertifying officer and I have disclosed, based on our most recent evaluation,to the Company’s auditors and the audit committee of Company’s Board ofDirectors (or persons performing the equivalent functions):

 

                (a)           all significant deficiencies in thedesign or operation of internal controls which could adversely affect theCompany’s ability to record, process, summarize and report financial data andhave identified for the Company’s auditors any material weaknesses in internalcontrols; and

 

                (b)           any fraud, whether or not material,that involves management or other employees who have a significant role in theCompany’s internal controls.

 

6.             The Company’s othercertifying officer and I have indicated in this Annual Report whether therewere significant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 
| Date:  | April 28, 2004 |   |   | /s/    | Lau Kwok Hung           |   |
|--------|----------------|--------|--------|--------|-------------------------|--------|
|   |           |   |   |   | Lau Kwok Hung           |   |
|   |           |   |   |   | Chief Financial Officer |   |

 

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