**EXHIBIT****31.2**

**CERTIFICATION**

I, Douglas L. Evans,certify that:

1.             I have reviewed this report on Form 10-KSB of CentennialSpecialty Foods Corporation;

2.             Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport;

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 this report;

4.             The small business issuer’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for thesmall business issuer and have:

(a)          Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

(b)         [reserved]

(c)          Evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

(d)         Disclosed in this report any change inthe small business issuer’s internal control over financial reporting thatoccurred during the small business issuer’s most recent fiscal quarter (thesmall business issuer’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, thesmall 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 controlover financial 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 deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financial;and

(b)  Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the small business issuer’s internal controls over financial reporting.

 
| Date:  | March 31, 2005 |   | /s/ DOUGLAS L. EVANS           |   |
|--------|----------------|--------|--------------------------------|--------|
|   |           |   | Douglas L. Evans               |   |
|   |           |   | Title: Chief Financial Officer |   |

 

 

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