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                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Mark  Faerber,  a  consultant  performing  certain  services  for the Company
commonly performed by a Chief Financial Officer, certify that:

1.       I have  reviewed  this annual  report on Form 10-KSB of Terra  Systems,
         Inc.;

2.       Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of 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  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       designed  such  disclosure  controls and  procedures 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)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this report (the "Evaluation Date"); and

         c)       presented   in  this   report   our   conclusions   about  the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying  officers and I have disclosed,  base
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.


Date:  March 30, 2006


/s/ Mark Faerber
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Mark Faerber
Consultant performing certain services for the Company
commonly performed by a Chief Financial Officer


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