**Exhibit 99.2**

 

**Certification of Chief Financial OfficerPursuant to Rule 13-14 underthe Securities Exchange Act of 1934**

 

I,Irene J. Marino, certify that:

 

1.                                       I have reviewed this annual report on Form10-KSB of Perfect Data Corporation;

 

2.                                       Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the small business issuer as of, and for, the periodspresented in this annual report;

 

4.                                       The small business issuer’s other certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuerand have:

 

e)                                      Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

f)                                        Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

g)                                     Evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

h)                                     Disclosed in this report any change in thesmall business issuer’s internal control over financial reporting that occurredduring the small business

 

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issuer’s most recent fiscalquarter (the small business issuer’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

 

5.                                       The small business issuer’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the small business issuer’sauditors and the audit committee of small business issuer’s board of directors(or persons performing the equivalent functions):

 

a)                                      All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

 

b)                                     Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal control over financial reporting.

 

 
| Date:  June 23, 2003 |                                                  |
|--------------------------------|-------------------------------------------------------|
|                           |                                                  |
|                           |                                                  |
|                           | /s/ Irene J. Marino                                   |   |
|                           | Irene J. Marino                                       |
|                           | Vice President, Finance,                              |
|                           | Chief Financial Officer and  Chief Accounting Officer |

 

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