Exhibit 31.2

 

I, John Rudy, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Zunicom,Inc. and

Subsidiaries;

 

2. Based on my knowledge, this quarterly report does not containany untrue

statement of a material fact or omit to state a material factnecessary to make

the statements made, in light of the circumstances under whichsuch statements

were made, not misleading with respect to the period coveredby this quarterly

report;

 

3. Based on my knowledge, the financial statements, and otherfinancial

information included in this quarterly report, fairly presentin all material

respects the financial condition, results of operations and cashflows of the

registrant as of, and for, the periods presented in this quarterlyreport;

 

4. The registrant's other certifying officer and I are responsiblefor

establishing and maintaining disclosure controls and procedures(as defined in

Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial

reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the

registrant and have:

 

(a) Designed such disclosure controls andprocedures, or caused such

disclosure controls and procedures to bedesigned under our

supervision, to ensure that material informationrelating to the

registrant, including its consolidated subsidiaries,is made known to

us by others within those entities, particularlyduring the period in

which this annual report is being prepared;

 

(b) Evaluated the effectiveness of the registrant'sdisclosure controls

and procedures and presented in this reportour conclusions about the

effectiveness of the disclosure controlsand procedures, as of the end

of the period covered by this report basedon such evaluation; and

 

(c) Disclosed in this report any change inthe registrant's internal

control over financial reporting that occurredduring the registrant's

most recent fiscal quarter that has materiallyaffected, or is

reasonably likely to materially affect, theregistrant's internal

control over financial reporting; and

 

(d) Disclosed in this report any change inthe small business issuer's

internal control over financial reportingthat occurred during the

small business issuer's most recent fiscalquarter (the small business

issuer's fourth fiscal quarter in the caseof an annual report) that

has materially affected, or is reasonablylikely to materially affect,

the small business issuer's internal controlover financial reporting;

and

 

5. The registrant's other certifying officer and I have disclosed,based on our

most recent evaluation of internal control over financial reporting,to the

registrant's auditors and the audit committee of the registrant'sboard of

directors:

 

 

 

Exhibit 31.2 - 1
  
 

(a) All significant deficiencies and materialweaknesses in the design

or operation of internal control over financialreporting which are

reasonably likely to adversely affect theregistrant's ability to

record, process, summarize and report financialinformation; and

 

(b) Any fraud, whether or not material, thatinvolves management or

other employees who have a significant rolein the registrant's

internal control over financial reporting.

 

 

Date: May 16, 2011

 

 

/s/ John Rudy

-------------------------

John Rudy

Chief Financial Officer

(principal financial officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 31.2 - 2