**Exhibit 31.2**

 

**CERTIFICATION OF CHIEF FINANCIAL OFFICER,**

**VISTULA COMMUNICATIONS SERVICES, INC.**

 

I, George R. Vaughn, Chief Financial Officer, Vistula CommunicationsServices, Inc., certify that:

 

1.             I have reviewed thisAnnual Report on Form 10-KSB of Vistula Communications Services, Inc.(the “Annual Report”);

 

2.             Based on myknowledge, this Annual Report does not contain any untrue statement of materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this Annual Report;

 

3.             Based on myknowledge, the financial statements, and other financial information includedin this Annual Report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this Annual Report;

 

4.             The registrant’sother certifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13a-15 (e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) forthe registrant and we have:

 

a)             designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisAnnual Report is being prepared;

 

b)            evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this Annual Report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisAnnual Report based on such evaluation; and

 

c)             disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter thathas materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting.

 

5.             The registrant’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing the equivalent functions):

 

a)             all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)            anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls.

 

Date: March 31, 2006

 

 
|   | /s/ George R. Vaughn    |   |
|--------|-------------------------|--------|
|   | George R. Vaughn        |
|   | Chief Financial Officer |

 

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