**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Greg Grosvenor, certify that:

 

1.               I have reviewed this quarterly report onForm 10-Q of Angelo and Maxie’s, Inc.;

 

2.               Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material 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 quarterly report;

 

3.               Based on my knowledge, the financial statements,and other financial information included in this quarterly report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Registrant as of, and for, the periods presented in thisquarterly report;

 

4.               The Registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the Registrant and we have:

 

a)              Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theRegistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b)             [Reserved.]

 

c)              Evaluated the effectiveness of theRegistrant’s disclosure controls and procedures and presented in this quarterlyreport 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 quarterly report anychange in the registrant’s internal control over financial reporting thatoccurred during the Registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the Registrant’sinternal control over financial reporting;

 

5.               The Registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the Registrant’s auditors and the auditcommittee of Registrant’s board of directors (or persons performing theequivalent 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 Registrant’sability to record, process, summarize and report financial information; and

 

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

 

 
| Date:  August 12, 2004 | By:                                       | /s/ GREG GROSVENOR |   |
|----------------------------------|-------------------------------------------|--------------------|--------|
|                             |    Greg Grosvenor          |
|                             |    Chief Financial Officer |

 

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