EXHIBIT 31.2
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                CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14
             UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

      I,  James  Ligon,  Chief  Financial  Officer of First  Deltavision,  Inc.,
      certify that:

      1.    I have  reviewed  this  Transition  Report  on Form  10-KSB of First
            Deltavision, 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  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))  for the
            registrant and have:

      (a)   designed  such  disclosure  controls and  procedures  to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated, or caused such disclosure controls and procedure to be
            designed under our supervision, subsidiaries, is made known to us by
            others  within  those  entities,  particularly  during the period in
            which this annual report is being prepared;

      (b)   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

      (c)   disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  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  the  registrant's  board  of  directors  (or  persons
            performing the equivalent function):

      (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 controls over financial reporting.


      Dated:  April 15, 2004        By:  /s/  James Ligon
                                       -------------------------
                                       James Ligon
                                       Chief Financial Officer