Exhibit 31.2

      Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 302 and 906 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule
13a-14b) and Rule 15d-14(b)(17 CFR 240.15d-14(b)) under the Securities Exchange
Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code

                     --------------------------------------

I, Marc Walther, certify that:

1. I have reviewed this annual report on Form 10-KSB/A of AmeriChip
International, Inc. (the "Issuer");

2. Based on my knowledge, this report does not contain any untrue statement of a
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 report;

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

4. The Issuer's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) for the 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 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) Designed such internal control over financial reporting, or caused
such internal control over financial reporting 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 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

      (d) Disclosed in this report any change in the Issuer's internal control
over financial reporting that occurred during the Issuer's fourth fiscal quarter
ending November 30, 2004 that has materially affected, or is reasonably likely
to materially affect, the Issuer's internal control over financial reporting;
and

5. The Issuer's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the Issuer's
auditors and the audit committee of the 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 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 Issuer's internal control over
financial reporting.

Dated: October 17, 2005

                                /s/ Marc Walther
                                ----------------
                                Marc Walther,
                                Chief Accounting Officer