[EXHIBIT 31.2]

                         CERTIFICATION

I, Lawrence S. Lotman, Chief Financial Officer of Film and Music
Entertainment, Inc., certify that:

  1.   I have reviewed this Quarterly Report on Form 10-QSB of Film
       and Music Entertainment, Inc.;

  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 small business issuer as of, and
       for, the periods presented in this report;

  4.   The small business issuer's other certifying officer 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)) and internal control over financial
       reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
       15(f)) for the small business issuer 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 small business issuer,
            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)   designed such internal control over financial
            reporting, or caused such internal control over
            financial reporting to be designed under our
            supervision, to provide reasonable assurance regarding
            the reliability of financial reporting and the
            preparation of financial statements for external
            purposes in accordance with generally accepted
            accounting principles;

       c)   evaluated the effectiveness of the small business
            issuer'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

       d)   disclosed in this report any changes in the small
            business issuer's  internal control over financial
            reporting that occurred during the small business
            issuer's most recent fiscal quarter (the small business
            issuer's fourth fiscal quarter in the case of an annual
            report) that has materially affected, or is reasonably
            likely to materially affect, the small business
            issuer's  internal control over financial reporting;
            and

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


Date: January 23, 2006              /s/ Lawrence S. Lotman
                                    --------------------------
                                    Lawrence S. Lotman
                                    Chief Financial Officer