EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                          RULES 13A-14(A) AND 15D-14(A)
             UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


I, Richard D. Gaines, certify that:

1.    I have  reviewed  this  Amendment  No. 1 to the  Quarterly  Report on Form
      10-QSB/A of Manchester Inc.;

2.    Based on my knowledge,  this 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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
      report;

4.    The small business issuer's other certifying officer 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))  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  our
            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 report is being prepared;

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

      c)    Disclosed in this 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.


Date:  April 20, 2006              By: /s/ Richard D. Gaines
                                       -----------------------------------------
                                       Name:  Richard D. Gaines
                                       Title: Acting Principal Financial Officer
                                              Secretary and Director