Exhibit 31.2 - Certification of Chief Financial Officer of Redwood
Entertainment Group, Inc required by Rule  13a - 14(1) or Rule 15d - 14(a)
of the Securities Exchange Act of 1934, as adopted  pursuant  to  Section
302  of  the  Sarbanes-Oxley  Act  of  2002.

                               CERTIFICATIONS
                               --------------

I, Kathy Procopio, the Chief Financial Officer of Redwood Entertainment
Group, Inc, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Redwood
     Entertainment Group, 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 registrant as of, and for, the periods presented in
     this quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and have:

     a) designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, 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 registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
     on our most recent evaluation, to the registrant's auditors and the
     audit committee of registrant's board of directors (or persons
     performing the equivalent functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have
     identified for the registrant's auditors any material weaknesses in
     internal controls; 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; and

6.   The registrant's other certifying officers and I have indicated in
     this quarterly report whether there were significant changes in
     internal controls or in other factors that could significantly affect
     internal controls subsequent to the date of our most recent
     evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

Date: June 2, 2004


/S/ Kathy Procopio
_______________________
Kathy Procopio, Chief Financial Officer