| CERTIFICATION | Exhibit                31.2 |
|---------------|-----------------------------|

 

I, James J. Vincenzo, Chief Financial Officer,      certify that:

 

1.              I have reviewed this Quarterly Report on Form 10-QSB of Theater Xtreme      Entertainment Group, Inc.;

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

3.              Based on my knowledge, the financial statements, and other financial information      included in this report, fairly present in all material respects the financial      condition, results of operations and cash flows of the small business issuer      as      of, and for, the periods presented in this report;

4.              The small business issuer’s other certifying officer and I are responsible for      establishing and maintaining disclosure controls and procedures (as defined      in      Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and      we      have:

(a)             Designed such disclosure controls and procedures, or caused such disclosure      controls and procedures to be designed under our supervision, to ensure that      material information relating to the small business issuer, including its      consolidated subsidiaries, is made known to us by others within those entities,      particularly during the period in which this report is being prepared;

(b)             Evaluated the effectiveness of the small business issuer’s disclosure controls      and procedures and presented in this report our conclusions about the      effectiveness of the disclosure controls and procedures, as of the end of the      period covered by this report based on such evaluation; and

(c)             Disclosed in this report any change in the small business issuer’s internal      control over financial reporting that occurred during the small business      issuer’s most recent fiscal quarter that has materially affected, or is      reasonably likely to materially affect, the registrant’s internal control over      financial reporting; and

5.              The small business issuer’s other certifying officers and I have disclosed,      based on our most recent evaluation of internal control over financial      reporting, to the small business issuer’s auditors and the audit committee of      the small business issuer’s board of directors;

(a)             All significant deficiencies and material weaknesses in the design or operation      of internal controls over financial reporting which are reasonably likely to      adversely affect the small business issuer’s ability to record, process,      summarize and report financial information; and

(b)             Any fraud, whether or not material, that involves management or other employees      who have a significant role in the small business issuer’s internal controls      over financial reporting.

| Dated: November                14,                2005 |                                                |
|--------------------------------------------------------|-----------------------------------------------------|
|                                                   |                                                |
|                                                   | /s/ James                J.                Vincenzo |
|                                                   | James J.                Vincenzo                    |
|                                                   | Chief Financial                Officer              |

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