EXHIBIT 31.2


                           CERTIFICATIONS PURSUANT TO
                         RULES 13a-14 AND 15d-14 OF THE
                  SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Robert C. Davidorf, certify that:

1. I have reviewed this annual report on Form 10-KSB of Tribeworks, Inc.:

2. Based on my knowledge, this annual 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 annual 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 annual
report;

4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the
registrant and have:

         a) designed such disclosure controls and procedures, or cause 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 annual 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 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 officers and I have disclosed,
based on our most recent evaluation over financial reporting, to the small
business issuer's auditors and the audit committee of the 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 controls 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.

Dated:  March 30, 2004

                  /s/ ROBERT C. DAVIDORF
                  ____________________________
                      Robert C. Davidorf
                      Chief Financial Officer