**Exhibit 31.2**

 

CERTIFICATION OF CHIEFFINANCIAL OFFICER

PURSUANT TO SECTION 302OF THE SARBANES-OXLEY ACT OF 2002

 

I,Mark Pougnet, certify that:

 

1.             I have reviewed this annual reporton Form 10-KSB of HyperSpace Communications, Inc.;

 

2.             Based on my knowledge, this 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 withrespect to the period covered by this report;

 

3.             Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the small business issuer as of, and for, theperiods presented in this report;

 

4.             The small business issuer’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the small business issuer andhave:

 

(a) Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designatedunder our supervision, to ensure that material information relating to the smallbusiness issuer, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

(b) Omitted pursuant to U.S. Securities andExchange Commission Release No. 33-8238;

 

(c) Evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(d) Disclosed in this report any changes in thesmall business issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the small businessissuer’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal control over financial reporting; and

 

5.             The small business issuer’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal controls over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board ofdirectors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

 

(b) Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal control over financial reporting.

 

 
|               | By:    | /s/  Mark Pougnet        |
|--------------------|--------|--------------------------|
| March 31,2005 |   | Mark  Pougnet            |
|               |   | Chief  Financial Officer |

 

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