EXHIBIT 31.2

                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13A-14 AND 15D-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                 CERTIFICATIONS

I, Eric Hecht, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Ithaka Acquisition
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.


Date: March 31, 2006                /s/ Eric Hecht
                                    --------------
                                    Name:  Eric Hecht
                                    Title: President and Chief Financial Officer