**Exhibit 31.2**

 

**CERTIFICATION PURSUANT TO RULE 13a-14 UNDERTHE SECURITIES EXCHANGE ACT OF 1934**

 

 

I, Douglas W. Russell, certifythat:

 

1.             I have reviewed thisannual report on Form 10-K of Rotonics Manufacturing Inc.;

 

2.             Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.             Based on myknowledge, the financial statements, and other financial information includedin this 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 report;

 

4.             The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13(a)-15(e) and 15(d)-15(e) for the registrant and we have:

 

a)              designedsuch disclosure 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 the report is prepared;

 

b)             evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c)              disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s fourth fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting.

 

5.             Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent function):

 

a)              allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)             anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 

 
| Date:  | September  24, 2003 |                           |               |   |   |
|--------|---------------------|--------------------------------|--------------------|--------|--------|
|   |                |                           |               |
|   |                |                           |               |
|   | By                  | /s/                            | DOUGLAS W. RUSSELL |   |
|   |                | Douglas W. Russell             |               |
|   |                | Chief Financial Officer        |               |
|   |                | Assistant  Secretary/Treasurer |               |
|        |                     |                                |                    |        |        |  |

 

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