**Exhibit 31.2**

 

**CertificationPursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

 

I, Michael L.Liston, Acting Principal Accounting and Financial Officer, certify that:

 

1.                                       I have reviewed this report on Form 10-QSB ofMakeMusic! Inc.;

 

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 report;

 

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

 

(a)                                  Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the smallbusiness issuer, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

(b)                              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

 

(c)                                  Disclosed in this report any change in thesmall business issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; 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 the small business issuer’s board ofdirectors (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)                                 Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 
| Date:  August 4, 2004 | By:                                                 | /s/ Michael  L. Liston |   |
|----------------------------|-----------------------------------------------------|------------------------|--------|
|                       | Michael L. Liston, Corporate Controller             |
|                       | (Acting Principal Financial and Accounting Officer) |

 

----