**EXHIBIT 31.2**

 

**Section 302 Certification ofPrincipal Accounting Officer and Chief Financial Officer**

 

I, Scott D. Heflin, Chief Financial Officer(Principal Accounting Officer), certify that:

 

1.               I have reviewed this quarterly report on Form10-QSB of Gateway Energy Corporation;

 

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the small business issuer as of, and for, the periodspresented in this report;

 

4.               The small business issuer’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols 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 ActRules 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 be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

b)                                     designed such internal control over financialreporting, or caused such internal control over financial reporting to bedisigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation or financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c)                                      evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d)                                     disclosed in this report any change in thesmall business issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

 

5.               The small business issuer’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the small business issuer’s auditors andthe audit committee of small business issuer’s board of directors (or personsperforming the equivalent functions):

 

a)                                      all significant deficiencies or materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

 

b)                                     any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal control over financial reporting.

 
| Date:  May 13, 2004 | /s/  Scott D. Heflin                                    |   |
|--------------------------|---------------------------------------------------------|--------|
|                     | Scott D. Heflin                                         |
|                     | Chief Financial Officer  (Principal Accounting Officer) |

 

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