**CERTIFICATIONS**

 

I, Corey Conn, the Registrant's Chief FinancialOfficer, certify that:

 

1. I have reviewed this quarterly report on Form10-QSB/A of Cipher Holding Corporation;

 

2. Based on my knowledge, this quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respectto the period covered by this quarterly report; 

 

3. Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

 

4. The registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f) for the registrant and 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 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)

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 liability 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      registrant’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      registrant’s internal control over financial reporting that occurred      during the registrant’s most recent fiscal quarter (the Registrant's      fourth fiscal quarter in the case of an annual report) that has materially      affected, or is reasonably likely to materially affect, the registrant’s      internal control over financial reporting; and 

 

5. The registrant’s other certifying officers andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions):

 

 

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 registrant’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      registrant’s internal control over financialreporting.

 

Date: October 19, 2005

 

/s/Corey Conn

Chief Financial Officer