**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Greg Grosvenor, certify that:

 

1.               I have reviewedthis quarterly report on Form 10-Q of AM-CH, Inc.;

 

2.               Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Registrant asof, and for, the periods presented in this quarterly report;

 

4.               The Registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the Registrant and we have:

 

a)              Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

b)             [Reserved.]

 

c)              Evaluated theeffectiveness of the Registrant’s disclosure controls and procedures andpresented in this quarterly report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and

 

d)             Disclosed in thisquarterly 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 and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Registrant’sauditors and the audit committee of Registrant’s board of directors (or personsperforming 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)             Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the Registrant’s internal control over financial reporting.

 

 
| Date: May      ,  2005 | By:    |  /s/ GREG GROSVENOR |   |
|------------------------------------------------------|--------|--------------------------|--------|
|                                                 |   | Greg Grosvenor           |
|                                                 |   | Chief Financial  Officer |
|                                                      |        |                          |        |  |

 

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