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EXHIBIT 31.b

CERTIFICATION

C**ERTIFICATE OF CHIEF EXECUTIVE PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

I, Harry Miller, certify that:

1. I have reviewed this Form 10-KSB for the period ended December 31, 2003,of Black Gardenia Corp.;

2. Based on my knowledge, this report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined in*Exchange Act Rules* 13a-15 and 15d-15) for the registrant and have:

(a) Designed such disclosure controls and procedures to ensure that    material information relating to the registrant, 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) Evaluated the effectiveness of the registrant's disclosure controls    and procedures as of a date within 90 days prior to the filing date of this    report (the "Evaluation Date"); and

(c) Presented in this report our conclusions about the effectiveness of    the disclosure controls and procedures based on our evaluation as of the    Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based onour most recent evaluation, to the registrant's auditors and the audit committeeof registrant's board of directors (or persons performing the equivalentfunctions):

(a) All significant deficiencies in the design or operation of internal    controls which could adversely affect the registrant's ability to record,    process, summarize and report financial data and have identified for the    registrant's auditors any material weaknesses in internal controls; and

(b) Any fraud, whether or not material, that involves management or other    employees who have a significant role in the registrant's internal controls;    and

6. The registrant's other certifying officers and I have indicated in thisreport whether there were significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to the dateof our most recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

| Date: April 14, 2004 | /s/ Harry Miller

_______________________    Harry Miller, Chief Financial Officer
* Provide a separate certification for each principal executive officer andprincipal financial officer of the registrant. See Rules 13a-14(a) and15d-14(a). |
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