**EXHIBIT****31.2**

 

**CERTIFICATION**

 

I, Douglas L. Evans, certify that:

 

1.             Ihave reviewed this report on Form 10-KSB/A of Centennial Specialty FoodsCorporation;

 

2.             Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4.             Thesmall business issuer’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andhave:

 

(a)          Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the small businessissuer, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

 

(b)         [reserved]

 

(c)          Evaluated the effectiveness of the small businessissuer’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(d)         Disclosed in this report any change in the smallbusiness issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal control over financial reporting; and

 

5.             Thesmall business issuer’s other certifying officer(s) and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe small business issuer’s auditors and the audit committee of the smallbusiness issuer’s board of directors (or persons performing the equivalentfunctions):

 

(a)  All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financial; and

 

(b)  Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal controls over financial reporting.

 
| Date:  | May 2, 2005 | /s/ DOUGLAS L.  EVANS          |   |
|--------|-------------|--------------------------------|--------|
|   |        | Douglas L. Evans               |
|   |        | Title: Chief Financial Officer |

 

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