**Exhibit31.2**

 

 

**Certification Pursuant to Section 302 of the Sarbanes-OxleyAct of 2002**

 

I, Dawn M. Prendes, certify that:

 

1.               I have reviewedthis quarterly report on Form 10-Q of Poster Financial Group, Inc. (the“registrant”);

 

2.               Based on myknowledge, this quarterly 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 quarterly report;

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this quarterly 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 quarterly report;

 

4.               Theregistrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrantand have:

 

a.                                       designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities,particularly, during the period in which this quarterly report is beingprepared;

 

b.                                      evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c.                                       disclosed inthis report any change in the registrant’s internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

----

 

 

5.               Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a.                                       all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b.                                      any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 

 
| Date:  August 16, 2004 |                      |
|-----------------------------|---------------------------|
|                        | /s/ Dawn M. Prendes       |
|                        | Dawn M. Prendes           |
|                        | Senior Vice President and |
|                        | Chief Financial Officer   |

 

2

----