[ EXHIBIT 31.2 ]

           CERTIFICATIONS PURSUANT TO RULES 13A-14 AND 15D-14 OF THE
      SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Denny Cashatt, certify that:

1. I have reviewed this first amended annual report on Form 10-KSB of
International Star Inc.;

2. Based on my knowledge, this annual 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 annual 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 annual
report;

4. The small business issuer's other certifying officers 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 registrant and have:

     a) designed such disclosure controls and procedures, or cause 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
     annual report is being prepared;

     b) 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

     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 year that has materially affected,
     or is reasonably likely to materially affect, the small business issuer's
     internal control over financial reporting;

5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation over financial reporting, to the small
business issuer's auditors and the audit committee of 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; and

Dated:  July 27, 2004

                                           By: /s/ Denny Cashatt
                                               -------------------------------
                                               Acting Chief Financial Officer