CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Michael  Smith,  Secretary  of TC X Calibur,  Inc.  (the  "Registrant"),
certify that:

     1. I have reviewed this Annual Report on Form 10-KSB of the Registrant;

     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 Annual
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
Registrant as of, and for, the periods presented in this Annual Report;

     4. The  Registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we 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 Registrant,  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 Registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     Annual Report (the "Evaluation  Date"), and presented in this Annual Report
     our  conclusions  about the  effectiveness  of the disclosure  controls and
     procedures; and

          c)  disclosed  in this  Annual  Report any change in the  Registrant's
     internal  control  over  financial   reporting  that  occurred  during  the
     Registrant's most recent fiscal quarter, that has materialy affected, or is
     reasonably likely to materially affect,  the Registrant's  internal control
     over financial  reporting;

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of  Registrant's  board of  directors  (or  persons  performing  the  equivalent
function);

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  Registrant's  ability to record,
     process, summarize and report financial data and any material weaknesses in
     internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  Registrant's  internal
     controls over financial reporting.



Dated:  3-30-05                     Signature:  By/S/ Michael Smith
        -----------------                       -----------------
                                                Michael Smith
                                                Secretary,Treasurer