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Exhibit No. 31.2
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Form 10-QSB
Vote Power Corp.


                               Certification

I, Inti Shaikh, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB for the quarter ended
    September 30, 2004 of Vote Power Corp.;

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 small business issuer as of, and for, the periods presented in this
    report;

4.  The small business issuer'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 small business 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 small business
      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 small business 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 small business issuer's
      internal control over financial reporting that occurred during the small
      business issuer's most recent fiscal quarter (the small business issuer's
      fourth fiscal quarter in the case of an annual report) that has
      materially affected, or is reasonably likely to materially affect, the
      small business issuer's internal control over financial reporting; and

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


Dated: February 8, 2005           By: /s/ Inti Shaikh
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                                  Inti Shaikh
                                  Secretary & Treasurer