Exhibit 31.2

CERTIFICATION CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a)/15D-14(a) UNDER THE SECURITIES ACT OF 1934, AS AMENDED

I, James V. Sadrianna,
certify that:

1.     I
have reviewed this quarterly report on Form 10-Q of CALI Holdings, Inc.;

2.     Based
on my knowledge, this quarterly 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 quarterly report; and

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 position,
results of operations, and cash flows of the issuer as of, and for, the periods presented
in this quarterly report.

4.         I am responsible
for establishing and maintaining disclosure controls and procedures for the issuer and
have:

|(i) | 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 issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this quarterly
report is being prepared.
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|(ii) | Evaluated the effectiveness of the
          issuers disclosure controls and procedures as presented in this quarterly
          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
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|(iii) | Disclosed in this report any change
          in the issuers internal control over financial reporting that occurring
          during the issuers most recent fiscal year that has materially affected,
          or its reasonably likely to materially affect the issuers internal control over
          financial reporting; and
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5.     I have
disclosed, based on my most recent evaluation, to the issuers auditors and the audit
committee of the board of directors (or persons fulfilling the equivalent function):

|(i) | All
significant deficiencies in the design or operation of internal controls which could
adversely affect the issuers ability to record, process, summarize and report
financial data and have identified for the issuers auditors any material weaknesses
in internal controls (none were so noted); and
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|(ii) | Any fraud, whether or not material,
          that involves management or other employees who have a significant role in the
          issuers internal controls (none were so noted); and
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6.     I have
indicated in the 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.

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| | Date: 05/5/05
BY: /s/ James V. Sadrianna                 
James V. Sadrianna, Chief Financial Officer