**EXHIBIT
      31.2**





**RULE
      13A-14(A) / 15D-14(A) CERTIFICATION**




I,
      Jeff
      Feuer, certify that:




1.
           I have reviewed this Annual Report on Form 10-KSB for
      the year ended December 31, 2007.




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
      annual 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 period 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 we 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 change 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;




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 fulfilling
      the equivalent function):




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:
      MARCH 21, 2008




/s/
                Jeff FeuerJeff
                FeuerChief
                Financial Officer