EXHIBIT 31.2

     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Marc-Andre Boisseau, certify that:

     1. I have reviewed this Annual Report on Form 10-KSB of the Company for the
fiscal year ended December 31, 2005;

     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  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 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)  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

          (c) 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  and I  have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial reporting, to the small business issuer's auditors and 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.

Date: March 15, 2006
                                                     /s/ Marc-Andre Boisseau
                                                     -----------------------
                                                     Marc-Andre Boisseau
                                                     Chief Financial Officer