Exhibit 31.2

         CERTIFICATION BY THE CHIEF FINANCIAL OFFICER UNDER SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald N. Kern, certify that:

1. I have reviewed this quarterly report on Form 10-Q of EAST WEST Distributors,
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 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,   statement   of  changes  in
shareholder's equity 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 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 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 changes 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 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 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  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.





By: /s/  Gerald N. Kern
   -----------------------
   Gerald N. Kern
   Chief Financial Officer
   (as of 02/28/05)

January 31, 2006