Exhibit31.2

FORM OF CERTIFICATIONPURSUANT TO RULE 13a-14 AND15d-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

CERTIFICATIONS

I, Lee W. Chung, certifythat:

1.    I have reviewed this annual reporton Form 10-KSB of Terra Nova Acquisition Corporation;

2.    Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleadingwith respect to the period covered by this report;

(3)    Based on my knowledge, the financialstatements, 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 asof, and for, the periods presented in this report;

(4)    The small business issuer’s othercertifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (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 andprocedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material informationrelating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities,particularly during the period in which this report is beingprepared;

(b)    Designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the smallbusiness issuer's disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

(d)    Disclosed in this report any change inthe small business issuer's internal control over financialreporting that occurred during the small business issuer's mostrecent fiscal quarter (the small business issuer's fourth fiscalquarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the small businessissuer's internal control over financial reporting; and

(5)    The small business issuer's othercertifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the smallbusiness issuer's auditors and the audit committee of the smallbusiness issuer's board of directors (or persons performing theequivalent functions):

----

(a)    All significantdeficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likelyto adversely affect the small business issuer's ability to record,process, summarize and report financial information; and

(b)    Any fraud, whether or not material, thatinvolves management or other employees who have a significant role inthe small business issuer's internal control over financialreporting.

|                      |  |                                                 |  |  |  |  |
|----------------------|--|-------------------------------------------------|--|--|--|--|
| Date: March  23,2006 |  | /s/ Lee W. Chung                                |
|                 |  | Name: Lee W. ChungTitle: ChiefFinancial Officer |
|                      |

----