Certification Pursuant to Rule 13a-14(a)/15d-14(a)

I, Reginald Schauder, certify that:


      1)    I have reviewed this quarterly  report on Form 10-Q of Canal Capital
            Corporation and subsidiaries:

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

      4)    The Registrant'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))and  internal
            control over  financial  reporting (as defined in Exchange Act Rules
            13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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; and

            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;
                  and

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            c)    Evaluated the  effectiveness  of the  registrant'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  registrant's
                  internal control over financial reporting that occurred during
                  the   registrant's   most  recent   financial   quarter   (the
                  registrant's  fourth  fiscal  quarter in the case of an annual
                  report) that has materially affected,  or is reasonably likely
                  to materially affect,  the registrant's  internal control over
                  financial reporting; and

      5)    The  registrant's  other  certifying  officer and I have  disclosed,
            based  on our  most  recent  evaluation  of  internal  control  over
            financial  reporting,  to the  registrant's  auditors  and the audit
            committee of registrant'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
                  registrant'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
                  registrant's internal control over financial reporting.

Dated: June 11, 2009


/S/ Reginald Schauder
---------------------
Chief Financial Officer


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