"Exhibit 31.2"
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                             STELLAR RESOURCES LTD.
                  OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Michael Rezac, certify that:

1. I have reviewed  this  quarterly  report on Form 10-QSB of Stellar  Resources
Ltd.

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 present in this report;

4. The small business issuers 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)) and internal  control over financial
reporting  (as  defined in Exchange  Act Rules  13-a-15(f))  for 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 us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

b)   Designed such internal  control over  financial  reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principals;

c)   Evaluated  the  effectiveness  of the small  business  issuer's  disclosure
controls and procedures and presented in this report our  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

d)   disclosed in this report any change in the small business issuer's internal
control  over  financing  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 function):

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  involved  management  or other
employees who have a significant  role in the small business  issuer's  internal
control over financial reporting.

Date:  March 15, 2005
                                          /s/ Michael Rezac
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                                          Michael Rezac, Chief Financial Officer