Certification
of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as
adopted pursuant to


Section
302 of the Sarbanes-Oxley Act of 2002





I,
Michael Solomon, certify that:





1.
            I have reviewed this annual
      report on Form 10-K of Skins
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 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 control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal 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 and I have disclosed, based on our most recent evaluation of
      internal control over financial reporting, to the registrant’s auditors
      and the audit committee of the registrant’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 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.




Date:
      April
      10, 2009/s/ Michael SolomonMichael
      SolomonChief
      Financial Officer