**Exhibit 31.2**
**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER**
I, Brad Gordon, Chief Financial Officer, certify that:     1. I have reviewed this Quarterly Report on Form 10-QSB of CEA Acquisition Corporation;     2.           Based on my knowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;     3.           Based on my knowledge, the financial statements, and other financial information included inthis report, fairly present in all material respects the financial conditions, results ofoperations and cash flows of the small business issuer as of, and for, the periods presentedin this report.     4. The small business issuer’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:      a)           Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared;      b)           Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles      c)           Evaluated the effectiveness of the small business issuer’s disclosure controlsand procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and      d)           Disclosed in this report any change in the small business issuer’s internalcontrol over financial reporting that occurred during the small business issuer’s mostrecent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely to materiallyaffect, the small 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 ourmost recent evaluation of internal control over financial reporting, to the small businessissuer’s auditors and the audit committee of the small business issuer’s board of directors(or persons performing the equivalent functions):      a)           All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely to adverselyaffect
 

 
        the small business issuer’s ability to record, process, summarize and reportfinancial information; and      b)           Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the small business issuer’s internal control overfinancial reporting.     /s/ Brad Gordon   Dated: May 12, 2005      Brad Gordon         Chief Financial Officer         (Principal Accounting Officer)