**Exhibit 31.2**

 

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

 

 

I, Randall D. Keys, certify that:

 

# 1.                                       I have reviewed this quarterly report on Form 10-QSB ofBPZ Energy, Inc.;

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# 2.                                       Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport;

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# 3.                                       Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the small business issuer as of, and for, the periods presented in thisreport;

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# 4.                                       The small business issuer’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules l3a—15(e) and l5d-15(e)) for thesmall business issuer and have:

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# (a)                                  Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the small businessissuer, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

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# (b)                                 Evaluated the effectiveness of the small business issuer’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

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# (c)                                  Disclosed in this report any change in the small businessissuer’s internal control over financial reporting that occurred during thesmall business issuer’s most recent fiscal quarter (the small business issuer’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer’s internal control over financial reporting; and

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# 5.                                       The small business issuer’s other certifying officer andI have disclosed, 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):

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# (a)                                  All significant deficiencies and material weaknesses inthe design or operation of internal control over financial reporting which arereasonably likely to adversely affect the small business issuer’s ability torecord, process, summarize and report financial information; and

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# (b)                                 Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the small businessissuer’s internal control over financial reporting.

 

 
| */s/ Randall D. Keys*   |
|-------------------------|
| Randall D. Keys         |
| Chief Financial Officer |
| May 16, 2005            |

 

 

 

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