EXHIBIT 99.2


                             CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                              AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q, of Upgrade International
Corp. (the "Company") for the quarterly period ended June 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Howard A. Jaffe, Chief Financial Officer of the Company, certify, to my best
knowledge and belief, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the  Securities  Exchange  Act of 1934 (15  U.S.C.  78m(a) or
          78o(d)); and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


/s/ Howard A. Jaffe
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Howard A. Jaffe
Chief Financial Officer
August 19, 2002