**Exhibit 31.2**

 

**CERTIFICATION BY CHIEF FINANCIAL OFFICER**

 

I, Randall D. Keys, Chief Financial Officer of BPZ Energy, Inc., certify that:

 

# 1.        Ihave reviewed this annual report on Form 10-KSB of BPZ Energy, Inc.;

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# 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;

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# 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;

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# 4.        Thesmall business issuer’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules l3a—15(e) and l5d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rule 13a-15(f)) for the smallbusiness issuer and have:

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# (a)       Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures 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, particularlyduring the period in which this report is being prepared;

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# (b)       Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

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# (c)       Evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

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# (d)       Disclosed inthis report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter (the small business issuer’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto materially affect, the small business issuer’s internal control overfinancial reporting; and

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# 5.        Thesmall business issuer’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to thesmall business issuer’s auditors and the audit committee of the small businessissuer’s board of directors (or persons performing the equivalent functions):

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# (a)       All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the small business issuer’s ability to record, process, summarize andreport financial information; and

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# (b)       Any fraud,whether or not material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financialreporting.

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| */s/ Randall D. Keys*   |   |
|-------------------------|--------|
| Randall D. Keys         |
| Chief Financial Officer |
|                    |
| March 31, 2006          |

 

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