EXHIBIT
31.2
CERTIFICATION
I,
Jose Perez, certify that:
1.
I have reviewed this quarterly report on Form 10-QSB of a21, Inc.;
2.
Based on my knowledge, this quarterly 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 issuers other certifying officers 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 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 issuers 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 issuers internal
control over financial reporting that occurred during the small business issuers
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the small business issuers internal control over
financial reporting; and
5.
The small business issuers other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial reporting,
to the small business issuers auditors and the audit committee of the
small business issuers board of directors (or persons performing the equivalent
functions):
(a)
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the small business issuers 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 issuers internal control
over financial reporting.
| Date: August __, 2004 |
/s/ Jose Perez |
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Jose Perez
Vice President of Finance
(Principal Financial Officer)
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