**Exhibit
      31.2**




CERTIFICATION
      PURSUANT TO


18
      U.S.C.
      SECTION 1350


AS
      ADOPTED PURSUANT TO


SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002





1.  I
      have
      reviewed this annual report on Form 10-KSB of AMERICHIP INTERNATIONAL,
      INC..;





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 registrant as of, and for, the
      periods presented in this report;





4.  The
      registrant’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-15(e)) for the registrant 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 fiscal year ending
      November 30, 2005 that has materially affected, or is reasonably likely to
      materially affect, the Issuer’s internal control over financial
      reporting.





5.  The
      registrant’s other certifying officer(s) and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant’s auditor and the audit committee of the registrant’s board of
      directors (or persons performing the equivalent functions):





(a)  All
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely affect
      the registrant’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 registrant’s internal control over financial
      reporting.





Dated:
      February 28, 2006





/s/
      Thomas Schwanitz


Thomas
      Schwanitz,


Chief
      Financial Officer