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.   The small business issuer's other certifying officer(s) and I are
     responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-(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 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)   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
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.   The small business issuer's other certifying officer(s) and I have
     disclosed, based on our 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: August 12, 2005

                                             /s/ Peter Sotola
                                            --------------------------------
                                             Peter Sotola
                                             Secretary, Treasurer & C.F.O.
                                             (Principal Financial Officer and
                                              Principal Accounting Officer)