**EXHIBIT
      31.2**




**OFFICER’S
      CERTIFICATE**


**PURSUANT
      TO SECTION 302***




I,
      Wm
      Chris Mathers certify that:




1.
 
      I have reviewed this form 10-QSB for the quarterly period ended June 30,
      2006;




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.
 
      I am 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 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 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.
 
      I have disclosed, based on my 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:
                  July 25, 2006By:
            /s/ Wm
                Chris MathersName:
            Wm
                Chris MathersTitle:
            Chief
                Financial Officer





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