**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 AcquisitionCorporation; 2. Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered bythis report; 3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all materialrespects the financial conditions, results of operations and cash flows ofthe small business issuer as of, and for, the periods presented in thisreport. 4. The small business issuer’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
 a) Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, ismade 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, orcaused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generallyaccepted accounting principles  c) Evaluated the effectiveness of the small business issuer’sdisclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report basedon such evaluation; and  d) Disclosed in this report any change in the small businessissuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (thesmall business issuer’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likelyto materially affect, the small business issuer’s internal controlover financial reporting; and
5. The small business issuer’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial 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 deficiencies and material weaknesses in thedesign or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and  b) Any fraud, whether or not material, that involves management orother employees who have a significant role in the small businessissuer’s internal control over financial reporting.     /s/ Brad Gordon Dated: November 9, 2004   Brad Gordon   Chief Financial Officer   (Principal Accounting Officer)