**EXHIBIT 31.2**

 

CERTIFICATIONOF CHIEF FINANCIAL OFFICER, VISTULA COMMUNICATIONS SERVICES, INC.

 

I,George R. Vaughn, Chief Financial Officer, Vistula Communications Services, Inc.,certify that:

 

1.                             I have reviewed this Quarterly Report on Form 10-QSBof Vistula Communications Services, Inc.;

 

2.                             Based on my knowledge, this Quarterly Reportdoes not contain any untrue statement of material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this Quarterly Report;

 

3.                             Based on my knowledge, the financialstatements, and other financial information included in this Quarterly Report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this Quarterly Report;

 

4.                             The registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and we have:

 

a)                        designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisQuarterly Report is being prepared;

 

b)                       evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this Quarterly Report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this Quarterly Report based on suchevaluation; and

 

c)                        disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting.

 

5.                             The registrant’s other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof registrant’s board of directors (or persons performing the equivalentfunctions):

 

a)                        all significant deficiencies and materialweaknesses in the design or operation of internal 

 

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control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)                       any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls. 

 

 
|                     | /s/  GEORGE R. VAUGHN    |   |
|--------------------------|--------------------------|--------|
| Date:  May 17, 2005 | George  R. Vaughn        |
|                     | Chief  Financial Officer |
|                     |                     |

 

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