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                                  Exhibit 31.2

                                  CERTIFICATION


I, Peter Sotola, Secretary, Treasurer and Chief Financial Officer of Pacific
Spirit Inc., certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Pacific Spirit
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.       I am 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 I have:

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

b)                designed such internal  control over financial  reporting,  or
                  caused such  disclosure  control and procedures 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  quarterly   report  based  on  such
                  evaluation; and

d)                disclosed  in this  quarterly  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 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
         controls  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 reporting 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:  June 8, 2004                           /s/  Peter Sotola
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                                              Peter Sotola
                                              Secretary, Treasurer & C.F.O.
                                              (Principal Financial Officer
                                              and Principal Accounting Officer)