EXHIBIT 31.2

                                 CERTIFICATIONS

         I, Thomas Bates, certify that:

         1.       I have reviewed this Form 10-QSB of Legends Financial
Holdings, 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
registrant 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)) 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




                                                         EXHIBIT 31.2, CONTINUED

                            CERTIFICATIONS, CONTINUED

         5.       The small business issuer's other certifying officer 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.

November 7, 2003



/s/  Thomas Bates
- --------------------------------
Chief Financial Officer


                                       2