Latteno Food Corp – ‘10KSB’ for 12/31/05 – EX-31.2

On:  Friday, 3/31/06, at 5:04pm ET   ·   For:  12/31/05   ·   Accession #:  1144204-6-13223   ·   File #:  0-21247

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       35    175K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      6     25K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     21    109K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders  HTML      5K 
 5: EX-10.3     Material Contract                                     36    123K 
 6: EX-14.1     Code of Ethics                                         2     10K 
 7: EX-21.1     Subsidiaries of the Registrant                         1      5K 
 8: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 9: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
10: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1      7K 
11: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)     1      7K 

EX-31.2   —   Certification per Sarbanes-Oxley Act (Section 302)

                                                                  EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Yossi Haras, certify that:                                       

1 I have reviewed this Form 10-KSB of B&D Food Corp.;               

      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(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)) and internal  control
over  financial  reporting  (as  defined in  Exchange  Act Rules  13a-15(f)  and
15d-15(f)) 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)   Designed such internal control over financial  reporting,  or caused
            such internal control over financial  reporting to be designed under
            our  supervision,  to provide  reasonable  assurance  regarding  the
            reliability of financial  reporting and the preparation of financial
            statements  for  external  purposes  in  accordance  with  generally
accepted accounting principles;                         

      (c)   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                                 

      (d)   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; and                                

      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 the  small  business  issuer's  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  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 control over financial reporting.     

Dated: March 31, 2006                                                           

                             /s/ Yossi Haras
                                  --------------------------------------------

                                 Yossi Haras
                                 Chief Financial Officer
                                  (principal accounting officer)

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10KSB’ Filing		Date		Other Filings
Filed on:		3/31/06		10QSB
For Period End:		12/31/05		10KSB/A
				List all Filings