**Exhibit 31.2**

**CERTIFICATION**

StatementPursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief ExecutiveOfficer Regarding Facts and Circumstances Relating to Exchange Act Filings.

I, James A. Burk, Chief Financial Officer of PalaceEntertainment Holdings, Inc., certify that:

1.             I have reviewed thisquarterly report on Form 10-Q of Palace Entertainment Holdings, Inc.;

2.                                       Based on my knowledge, this report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

3.                                       Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report.

4.                                       The registrant’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13(a) – 15(e) and 15(d) – 15(e)) for the registrant andhave:

(a)                                  Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

(b)                                 Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

(c)                                  Disclosed in this report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting;

5.                                       The registrant’s other certifying officer(s) and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

(a)                                  All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

(b)                                 Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.
| Signature     | ** **        | **Title** | ** **              | **Date** |
|---------------|-------------------|-----------|-------------------------|----------|
| By:           | /s/ James A. Burk |      | Chief Financial Officer |     | November 15, 2006 |
| James A. Burk |              |      |                    |     |
|               |                   |           |                         |          |  |

 

 

 

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