EXHIBIT 31.2
                                  ------------

                                  CERTIFICATION

I, ROBERT E. LESTER, certify that:

         1. I have  reviewed this  Quarterly  Report on Form 10-QSB of CeriStar,
Inc.

         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 annual
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
registrant as of, and for, the periods presented in this quarterly report;

         4. the small  business  issuer's  other  certifying  officer  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))  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 annual report is
being prepared;

              b) 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

              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 fourth fiscal quarter 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 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 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  controls  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 controls over financial reporting.



/s/ Robert E. Lester
--------------------
Robert E. Lester
Chief Financial Officer

Date:  May 17, 2004