---

CERTIFICATIONS

I, Gordon F. Burley, Chief Financial Officer of Merritt Ventures Corp. (the "Registrant"), certify that;

|(1) | I have reviewed this Quarterly Report on Form 10-QSB of the
      Registrant;                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(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 officers
        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)                                                                                                                                                                                                                                                                                                                                        
|   
|    | b)                                                                                                                                                                                                                                                                                                                                        
|   
|    | c)                                                                                                                                                                                                                                                                                                                                        
|   
|(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 functions):        
|   
|    | a)                                                                                                                                                                                                                                                                                                                                        
|   
|    | b)                                                                                                                                                                                                                                                                                                                                        

Date: September 24, 2004

|       | /s/ Gordon F. Burley    | 
|------ | ----------------------- | 
|       |                         | 
|By:    | GORDON F. BURLEY        | 
|Title: | Chief Financial Officer | 

---