[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