** **

**Exhibit31.2**

**SECTION302 CERTIFICATION OF PRINCIPAL CHIEF FINANCIAL OFFICER**

 

**I, Robyn B. Mabe, certify that:**

 

1.                                       I have reviewedthis quarterly report on Form 10-Q of Western SizzliN Corporation;

 

2.                                       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statement made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

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

 

4.                                       The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

(a)          Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report isbeing prepared;

 

(b)         Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

(c)          Evaluated the effectiveness of the registrant’sdisclosure 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

 

(d)         Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting ; and

 

5.                                       The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

a.)           All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

 

b.)          Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal controls over financial reporting.

 

 

 
| Date:  August 15, 2005 |                     |   |
|------------------------|--------------------------|--------|
|                   | /s/  Robyn B. Mabe       |   |
|                   | Robyn  B. Mabe           |   |
|                   | Chief  Financial Officer |   |

 

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