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SECTION 302 CERTIFICATION

I, Arne Raabe, certify that:

|1. | I have reviewed this
        annual report on Form 10-KSB of Gondwana Energy Ltd.;                                                                                                                                                                                                                                                                                    
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|2. | Based on
        my knowledge, this year end 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 annual
        report; and
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|3. | Based on
        my knowledge, the financial statements, and other financial information
        included in this year end 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 year end report.                             
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|4. | I am responsible
        for establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        have:                                                                                                                                                                        
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|5. | I have disclosed,
        based on our most recent evaluation, to the Companys auditors and
        the audit committee of Companys board of directors (or persons performing
        the equivalent function):                                                                                                                                                     
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|   | b)                                                                                                                                                                                                                                                                                                                                                                    
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|6. | 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.
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|   | Dated this 9th day of February, 2006.                                                                                                                                                                                                                                                                                                                          

/s/
      Arne RaabeArne Raabe Principal Financial Officer


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