**Exhibit
      31.2**





**Certification** **Pursuant
      to**


**Section
      302 of the Sarbanes-Oxley Act of 2002**








I, Gregory
      N. Heller ,
      certify
      that:





1. I
      have
      reviewed this report
      on
      Form 10-QSB for the Quarter ended March 31, 2006 of Sea
      Sun Capital Corporation (this “Report”);





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 registrant as of, and for, the
      periods presented in this 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 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 Report (the "Evaluation
      Date"); and





(c) presented
      in the quarterly report to which this Report relates 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 the quarterly
      report to which this Report relates whether or not 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.





Dated:
      November 29, 2006





/s/ Gregory
              N. HellerGregory N. Heller,
              Vice President andChief Financial Officer