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                              FORM OF CERTIFICATION

                       PURSUANT TO RULE 13a-14 AND 15d-14

              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                  CERTIFICATION

I, Charles Smith, certify that:

1. I have reviewed this annual report on Form 10-KSB of Crown Partners, Inc.; 2.
Based on my knowledge,  this annual report does not contain any untrue statement
of  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 annual  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 annual 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-14 and 15d-14) for the registrant and we have:

         (a) designed  such  disclosure  controls and  procedures 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 annual report is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as of a date  within 90 days of the filing  date of this annual
report (the "Evaluation Date"); and

         (c)  presented  in  this  annual  report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation  Date; 5. The registrant's  other certifying  officer and I
have  disclosed,  based  on our  most  recent  evaluation,  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 in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize,  and  report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         (b) any fraud,  whether or not material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls.  6. The registrant's  other certifying officer and I have indicated in
this annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 17, 2004                                /s/ Charles Smith
                                               -------------------------
                                               Name:  Charles Smith
                                               Title: Chief Financial Officer