**EXHIBIT 31.2**

 

**CERTIFICATION**

 

I, Emanuel N.Hilario, certify that:

 

1.     Ihave reviewed this quarterly report on Form 10-Q of Angelo and Maxie’s, Inc.;

 

2.     Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

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.     TheRegistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(f)) for the Registrant and we have:

 

a)     Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the Registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b)    [Reserved.]

 

c)     Evaluated the effectivenessof the Registrant’s disclosure controls and procedures and presented in thisquarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

d)    Disclosedin this quarterly report any change in the registrant’s internal control overfinancial reporting that occurred during the Registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the Registrant’s internal control over financial reporting; 

 

5.     TheRegistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of Registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a)     All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting  whichare reasonably likely to adversely affect the Registrant’s ability to record,process, summarize and report financial information; and

 

b)    Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Registrant’s internal control over financial reporting.

 

 
| Date:  August 13, 2003 | By:  | /s/ EMANUEL  N. HILARIO                     |   |   |
|-----------------------------|-----------|---------------------------------------------|--------|--------|
|                        |      | Emanuel N.  Hilario                         |   |
|                        |      | Vice  President and Chief Financial Officer |   |
|                             |           |                                             |        |        |  |

 

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