Exhibit
        31.2
  Section
        302 Certifications
  I,
        Stephen Smith, certify that:
  1.           I
              have reviewed this quarterly report on form 10-QSB/A of Southridge Enterprises,
              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 small business issuer as of,
        and
        for, the periods presented in this report;
  4. I
        am
        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. Designed
        such
        disclosure control over financial reporting, or caused such internal control
        over financial reporting got 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 this fiscal quarter that has
        materially affected, or is reasonably likely to materially affect, the small
        business issuer’s internal control over financial reporting; and
  5. I
        have
        disclosed, based on my most recent evaluation of internal control over financial
        reporting, to the small business issuer’s auditors and the audit committee of
        the small 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:
              April
                  11, 2008
  By:
              /S/ Stephen SmithStephen
                SmithChief
                Financial Officer and Director(Secretary,
                Treasurer and Principal Financial
                Officer)