I, Kevin J. Berth, certify that:

1.      I have reviewed thisquarterly report on Form 10-Q for the three and six month periodsended June 30, 2012 of Cotton Bay Holdings, Inc. f/k/aTranquility, Inc.

2.      Based on my knowledge, thisreport does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statementswere made, not misleading with respect to the periods covered bythis report.

3.      Based on my knowledge, thefinancial statements, and other financial information included inthis report, fairly present in all material respects thefinancial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in thisreport.

4.      The registrant's othercertifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:

     a) designed such disclosurecontrols and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which thisreport is being prepared;

     b) designed such internalcontrol over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statementsfor external purposes in accordance with generally acceptedaccounting principles;

     c) evaluated the effectivenessof the registrant's disclosure controls and procedures andpresented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

     d) disclosed in this report anychange in the registrant's internal control over financialreporting that occurred during the registrant's most recentfiscal quarter (the registrant's fourth fiscal quarter in thecase of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant'sinternal control over financial reporting.

5.      The registrant's othercertifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of theregistrant's board of directors (or persons performing theequivalent functions):

     a) all significant deficienciesand material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process,summarize and report financial information; and

     b) any fraud, whether or notmaterial, that involves management or other employees who have asignificant role in the registrant's internal control overfinancial reporting.

Date:      December 6, 2012

By:     /s/Kevin J. Berth              KevinJ. Berth              ChiefFinancial Officer