Exhibit 31.2

Certification  pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
302 and 906 of the  Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14b) and
Rule 15d-14(b)(17 CFR 240.15d-14(b))  under the Securities  Exchange Act of 1934
and Section 1350 of Chapter 63 of Title 18 of the United States Code

      --------------------------------------------------------------------

In connection  with the Quarterly  Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 on Form 10-QSB of The Havana Republic, Inc. (the
"Company") for the period ended March 31, 2004, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Leonard Sternheim, the
Company's Chief Accounting Officer,  certify, pursuant to 18 U.S.C. Sec.1350, as
adopted pursuant to Section 302 and 906 of the  Sarbanes-Oxley  Act of 2002, and
pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, that:

1. I have reviewed the Report being filed;

2. Based on my knowledge,  the 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 the Report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in the Report,  fairly present in all material respects the
financial condition,  results of operations and cash flows of the Company as of,
and for, the period presented in the Report;

4. I and the other  certifying  officers are  responsible for  establishing  and
maintaining  disclosure  controls  and  procedures  (as such term is  defined in
paragraph (c) of Rule 13a-14) for the Company and have:

      i.  Designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating  to  the  Company,  including  its  consolidated
subsidiaries,  if any, is made known to them by others  within  those  entities,
particularly during the period in which the periodic reports are being prepared;

      ii. Evaluated the effectiveness of the Company's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing  date of the Report
("Evaluation Date"); and

      iii.  Presented in the Report their conclusions about the effectiveness of
the  disclosure  controls and  procedures  based on their  evaluation  as of the
Evaluation Date;

5. I and the other  certifying  officers  have  disclosed,  based on their  most
recent  evaluation,  to the  Company's  auditors and the audit  committee of the
board of directors (or persons fulfilling the equivalent function):

<PAGE>

      i. All  significant  deficiencies  in the design or  operation of internal
controls which could adversely affect the Company's ability to record,  process,
summarize  and  report  financial  data and have  identified  for the  Company's
auditors any material weaknesses in internal controls; and

      ii. Any fraud, whether or not material,  that involves management or other
employees who have a significant role in the Company's internal controls; and

      6. I and the  other  certifying  officers  have  indicated  in the  report
whether or not there were significant  changes in internal  controls or in other
factors that could significantly affect internal controls subsequent to the date
of their most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


Dated:  May 19, 2004
                                    /s/ Leonard Sternheim
                                    ----------------------------
                                    Leonard Sternheim,
                                    Chief Accounting Officer