**Exhibit 31.2**

 

PUBLICMEDIA WORKS, INC.

 

CERTIFICATIONPURSUANT TO RULE 13A-14(a) OR 15D-14(a) OF THE SECURITIESEXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

 

I, Shaun D.C. Edwardes,certify that:

 

1.               I have reviewed this report on Form 10-KSB ofPublic Media Works, Inc.;

 

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this 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 thisreport;

 

4.               The registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:

 

i)                 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 thisreport is being prepared;

 

ii)              evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

iii)           disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to affect, the registrant’s internal control over financial reporting;and

 

5.               The registrant’s other certifying officer(s)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):

 

i)                 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

 

ii)              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 11, 2004 | /s/ Shaun D.C. Edwardes                                                 |   |
|----------------------------------|-------------------------------------------------------------------------|--------|
|                             | Shaun D.C. Edwardes                                                     |
|                             | Executive Vice President,  Acting Chief Financial Officer and  director |

 

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A signed original of thiswritten statement required by Section 302 has been provided to PublicMedia Works, Inc. (“the Company”) and will be retained by the Company andfurnished to the Securities and Exchange Commission or its staff upon request.

 

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