Exhibit 31.2
                                  CERTIFICATION


   I, James DiLorenzo, certify that:

     1.   I have reviewed this Form 10-QSB of Cedric Kushner Promotions, 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 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.





Date: November 15, 2004         /s/ James DiLorenzo
                                    -------------------
                                    James DiLorenzo
                                    Chief Financial Officer)