EXHIBIT 31.2
                                  CERTIFICATION

I, Keith Walz,  Chief  Financial  Officer of Sand Hill IT  Security  Acquisition
Corp. (the "Company"), certify that:

     1.   I have reviewed this annual report on Form 10-KSB of the Company;

     2.   Based on my  knowledge,  this  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 report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this 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 report;

          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 quarterly report is being prepared;

          b.   (paragraph  omitted  pursuant  to SEC  Release  Nos.  33-8238 and
               34-47986);

          c.   evaluated the effectiveness of the Company's  disclosure controls
               and  procedures  and  presented  in  this  quarterly  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               quarterly report based on such evaluation; and

          d.   disclosed in this  quarterly  report any change in the  Company's
               internal  control over financial  reporting that occurred  during
               the  Company's  most recent  fiscal  quarter that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               Company's internal control over financial reporting; and

     4.   The Company's other certifying officers and I have disclosed, based on
          our  most  recent   evaluation  of  internal  control  over  financial
          reporting,  to the Company's  auditors and the audit  committee of the
          Company's  board of directors (or persons  performing  the  equivalent
          functions):

          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  Company'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  Company's
               internal control over financial reporting.



                                           /s/ Keith Walz
                                           ----------------------------------
                                           Keith Walz
                                           Chief Financial Officer (Principal
                                           Financial and Accounting Officer)
                                           March 29, 2005