<PAGE>

                                                                   EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Russell J. Reardon, certify that:

       (1)    I have reviewed this Quarterly Report on Form 10-Q of CD&L, Inc.
              (the "Company");

       (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 officer 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 registrant and 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 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 and presented in this Quarterly
                     Report our conclusions about the effectiveness of the
                     disclosure controls and procedures, as of the end of the
                     period covered by this Quarterly Report based on such
                     evaluation; and

              (c)    Disclosed in this Quarterly Report any change in the
                     registrant's internal control over financial reporting that
                     occurred during the registrant's most recent fiscal quarter
                     that has materially affected, or is reasonably likely to
                     materially affect, the registrant's internal control over
                     financial reporting; and

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

              (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 registrant'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 registrant's internal control over financial
                     reporting.

Dated: August 16, 2006
                                               \s\ Russell J. Reardon
                                               --------------------------------
                                               Russell J. Reardon
                                               Chief Financial Officer

A signed original of this written statement required by Section 302 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

                                       29