**Exhibit31.2**

 

**CERTIFICATION**

 

I, Greg Grosvenor, certifythat:

 

1.               I have reviewedthis quarterly report on Form 10-Q of Angelo and Maxie’s, 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.               Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, 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)and 15d-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 inthis 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.               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 significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting  which are reasonablylikely 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:  November 12, 2004                                                     By:  /s/ GREG GROSVENOR

                                                                                                              GregGrosvenor

                                                                                                              ChiefFinancial Officer

 

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