**Exhibit
      31.2**





**CERTIFICATION**





I,
      Richard W. Jackson, certify that:





1.
      I have
      reviewed this annual report on Form 10-KSB of Great American Family Parks,
      Inc.
      for the fiscal year ended December 31, 2005;





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 annual 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(e) 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 is made known to us by others,
      particularly during the period in which this annual report is being prepared;





(b)
      evaluated
      the effectiveness of the small business issuer's disclosure controls 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





(c)
      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.





May
      2,
      2006





*/s/
                Richard W. Jackson*
              
              *Richard
                W. Jackson*
              *Chief
                Financial
                Officer*