Exhibit 31.2

                              CERTIFICATION

I, Linda Smith, Treasurer and Chief Financial Officer of Zeno,Inc., certify
that:

1.   I have reviewed this quarterly report on Form 10-QSB of Manchester Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of 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  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  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 have:

     a)  designed  such  disclosure  controls  and  procedures  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 quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of June 30, 2005 (the "Evaluation Date");

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on my
    most recent evaluation, to the registrant's auditors and the audit committee
    of the registrant'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  the  registrant's  ability  to record,
       process,  summarize and report financial data and have identified for the
       registrant's auditors 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
       control over financial reporting; and

6.  The  registrant's  other  certifying  officers and I have  indicated in this
    quarterly report whether or not there were  significant  changes in internal
    controls  or in other  factors  that  could  significantly  affect  internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective  actions  with regard to  significant  deficiencies  and material
    weaknesses.


Date:  August 11, 2005                       /s/ Linda Smith
                                             ------------------------------
                                             Linda Smith
                                             C.F.O., Treasurer and
                                             principal accounting officer