Exhibit 31.2

                                  CERTIFICATION

            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002


I, Carol Russell, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of Capital  Beverage
     Corporation.;

2.   Based on my  knowledge,  this  annual  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 annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly report;

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
     the registrant and I have:

     a)   designed  such internal  controls to ensure that material  information
          relating to the registrant  and its  subsidiaries  (collectively,  the
          "Company")  is  made  known  to  me  by  others  within  the  Company,
          particularly during the period in which this quarterly report is being
          prepared;

     b)   evaluated the  effectiveness of the registrant's  internal controls as
          of a date  within 90 days prior to the filing  date of this  quarterly
          report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  my   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures  based on my
          evaluation as of the Evaluation Date;

5.   I have disclosed,  based on our most recent evaluation, to the registrant's
     auditors and the audit committee of the registrant's board of directors:

     a)   all  significant  deficiencies  (if any) in the design or operation of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   I have  indicated  in this  quarterly  report  whether  or not  there  were
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal controls  subsequent to the date of our most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.


Date:  May 23, 2005                   By:  /s/Carol Russell
                                           -------------------------------------
                                           Carol Russell
                                           Treasurer