EXHIBIT 31.2

                      CERTIFICATION CHIEF FINANCIAL OFFICER
                           PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

      I, Richard Cohen, certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of Baseline Oil &
Gas Corp.;

      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)) 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 change in the small business
      issuer's internal control over financial reporting that occurred during
      the small business issuer's most recent 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(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.


Date: August 14, 2007                             /s/ Richard Cohen
                                                  ------------------------------
                                                  Name: Richard Cohen
                                                  Title: Chief Financial Officer