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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.   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: November 8, 2005

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