1.      I have reviewed this 
Form 10-QSB/A of Capital      Equity Finance, Inc.;

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)) and internal control      over financial reporting (as defined in Exchange Act Rules 13a-15(f) and      15d-15(f)) 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.      Designed such internal control over financial reporting, or      caused such internal control over financial reporting to be designed under      our      supervision, to provide reasonable assurance regarding the reliability of      financial reporting and the preparation of financial statements for external      purposes in accordance with generally accepted accounting      principles;

c.      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

d.      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 (the small business issuer's      fourth fiscal quarter in the 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(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.

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|  Date:                October 17, 2007 |  By:                                                                          |  /s/                Luz M. Weigel |
|                                        | Luz                M. Weigel                                                       |
|                                        | Chief                Financial Officer(Principal                Financial Officer) |