EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
I, Les Fong, certify that:
| 1. | I have reviewed this report on Form 10-KSB
for the fiscal year ended December 31, 2004 of Viscount Systems, Inc.
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| 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 in order 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; |
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| 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; |
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| 4. |
The small business issuer’s other
certifying officer(s) 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: |
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| a)
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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 the annual report is being prepared; |
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| 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 |
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| 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
(the small business issuer’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely
to materially affect the small business issuer’s internal control
over financial reporting; |
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| 5. |
The small business issuer’s other
certifying officer(s) 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 small business issuer’s board
of directors (or persons performing the equivalent function): |
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| 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 issuer’s
ability to record, process, summarize and report financial information;
and |
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| b) |
any fraud, whether or not material, that involves
management or other employees who have a significant role in the small
business issuer’s control over financial reporting. |
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| Date: March 30, 2005 | By: | /s/ Les Fong |
| Les Fong | ||
| Chief Financial Officer and principal financial officer |