1. I have reviewed this 
Form 10-Q of CapitalEquity Finance, Inc.;

3. Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of thesmall business issuer as of, and for, the periods presented in thisreport;

4. The small business issuer's other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the small business issuer,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

b. Designed such internal control over financial reporting, orcaused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accountingprinciples;

c. Evaluated the effectiveness of the small business issuer'sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the endof the period covered by this report based on such evaluation;and

d. Disclosed in this report any change in the small businessissuer's internal control over financial reporting that occurred during thesmall business issuer's most recent fiscal quarter (the small business issuer'sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the small business issuer's auditors and the auditcommittee of the small business issuer's board of directors (or personsperforming the equivalent functions):

a. All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the small business issuer's ability torecord, process, summarize and report financial information;and

b. Any fraud, whether or not material, that involves management orother employees who have a significant role in the small business issuer'sinternal control over financial reporting.

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|  Date:      October 20, 2008 |  By:                                                      |  /s/      Luz M. Weigel |
|                              | Luz      M. Weigel                                             |
|                              | Chief      Financial Officer(Principal      Financial Officer) |