EXHIBIT 31.1

          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, A. John A. Bryan,  Jr., the Chief  Financial  Officer of Cetalon  Corporation
(the "Company"), certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of the Company;

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  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(f) 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, including its consolidated subsidiaries, is
              made known to us by others  within  those  entities,  particularly
              during the period in which this report is being prepared;

         (b)  Designed such internal control over financial reporting, or caused
              such  internal  control  over  financial  reporting to be designed
              under our supervision,  to provide reasonable  assurance regarding
              the  reliability  of financial  reporting and the  preparation  of
              financial  statements  for external  purposes in  accordance  with
              generally accepted accounting principles;

         (c)  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

         (d)  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.

                                              /s/ A. John A. Bryan, Jr.
                                              Name: A. John A. Bryan, Jr.
                                              Title: Chief Financial Officer

Dated: June 23, 2004