CERTIFICATIONS

I, Ivan Bial, certify that:

1.        
I have reviewed this annual report on Form 10-KSB/A of Clamshell Enterprises, 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 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))
and internal control over financial reporting  (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) 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 us by others within those  entities,
> particularly  during the period in which this 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 principles;
> 
> (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 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 registrant's other certifying officer and I have disclosed, based on our most recent evaluation, 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  in the design or  operation  of internal controls  which  could  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: August 9, 2004



/s/Ivan Bial

Ivan Bial, Principal Financial Officer and Director