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                                                              Exhibit 31.2
                            CERTIFICATION PURSUANT TO
                SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002


I, Marta C. Carpenter, certify that:

1.   I have reviewed this Annual Report on Form 10-K/A of Cell Tech
     International Incorporated;

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)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) 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 registrant,  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 registrant'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  registrant's  internal
     controls over  financial  reporting that occurred  during the  registrant's
     most recent fiscal quarter (the registrant's  fourth quarter in the case of
     an annual report) that has materially affected,  or is reasonably likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting; and

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

          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 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.


                              CELL TECH INTERNATIONAL INCORPORATED

Dated: August 14, 2003        /s/ Marta C. Carpenter
                              ----------------------
                              Marta C. Carpenter, Chief Accounting Officer


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