Exhibit 31.2

                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I,  Shelley  Goff,  Secretary  of  Atlantica,  Inc.  (the  "small  business
issuer"), certify that:

     1.   I have reviewed this  Quarterly  Report  ("Quarterly  Report") on Form
          10-QSB of the small business issuer;

     2.   Based on my  knowledge,  this  Quarterly  Report  does not contain any
          untrue  statement of a 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 Quarterly Report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the small  business  issuer as of, and for,  the periods
          presented in this Quarterly Report;

     4.   The small  business  issuer's  other  certifying  officer(s) and I are
          responsible for establishing and maintaining  disclosure  controls and
          procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e))
          and internal control over financial  reporting (as defined in Exchange
          Act Rules  13a-15(f) and 15d-15(f)) for the small business  issuer and
          have:

          a)   designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under  my
               supervision,  to ensure that material information relating to the
               small business issuer,  including its consolidated  subsidiaries,
               is made known to me by others within those entities, particularly
               during  the  period  in  which  this  Quarterly  Report  is being
               prepared;

          b)   evaluated  the  effectiveness  of  the  small  business  issuer's
               disclosure   controls  and   procedures  and  presented  in  this
               Quarterly  Report my conclusions  about the  effectiveness of the
               disclosure  controls and procedures,  as of the end of the period
               covered by this Quarterly Report based on such evaluation; and

          c)   disclosed  in this  Quarterly  Report  any  change  in the  small
               business issuer's internal control over financial  reporting that
               occurred  during the small  business  issuer's most recent fiscal
               quarter (the small business issuer's fourth fiscal quarter in the
               case of an annual  report) that has  materially  affected,  or is
               reasonably  likely  to  materially  affect,  the  small  business
               issuer's internal control over financial reporting; and

     5.   The small  business  issuer's other  certifying  officer(s) and I have
          disclosed,  based on our most recent  evaluation  of internal  control
          over financial reporting,  to the small business issuer's auditors and
          the audit committee of the small business  issuer's board of directors
          (or persons performing the equivalent functions);

          a)   all  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which  are  reasonably  likely  to  adversely  affect  the  small
               business  issuer's  ability to  record,  process,  summarize  and
               report financial information; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant role in the small business
               issuer's internal control over financial reporting.

Dated: 7/26/2005                    Signature: /S/Shelley Goff
                                               ----------------------
                                               Shelley Goff
                                               Secretary