Exhibit 31.2


                    PRINCIPAL FINANCIAL OFFICER CERTIFICATION

     I, James DiLorenzo, certify that:

     (1) I have reviewed this quarterly  report on Form 10-QSB of Cedric Kushner
Promotions, Inc.;

     (2) Based on my  knowledge,  this  quarterly  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
quarterly report;

     (3) Based on my knowledge,  the financial  statements,  and other financial
information  included in this quarterly  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 quarterly
report;

     (4)  The  small  business  issuer's  other  certifying  officers  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 we 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
     quarterly 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 upon
     based 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;

     (5) The  small  business  issuer's  other  certifying  officers  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 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 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 controls over financial reporting.


Dated:   November 21, 2005                  By: /s/ James DiLorenzo
                                               --------------------
                                               James DiLorenzo
                                               Executive Vice President
                                               & Chief Financial Officer