**Exhibit 31.2****CERTIFICATION**I, B. Michael Adler, Chief Accounting Officer of WQN, Inc. certify that: 1. I have reviewed this quarterly report on Form 10-QSB of WQN,Inc.;  2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report; and  3. Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;  4. The registrant’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrantand have: a. Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in whichthis report is being prepared;  b. Designed such internal controls over financial reporting, orcaused such internal controls over financial reporting to be designedunder supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principals;  c. Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based onsuch evaluation; and  d. Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalent function): 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, that involvesmanagement or other employees who have a significant role in theregistrant’s internal control over financial reporting.       Date: August 15, 2005       By: /s/ B. Michael Adler       B. Michael Adler  Principal Financial and Accounting Officer
-22-