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Exhibit 31.2 Certification Pursuant to Rule  13a-14  of the  Securities Exchange
Act of 1934

I, Karl Harz, certify that;

1.       I have reviewed this annual report on Form 10-KSB of Lifespan 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.       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)) 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 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  the  internal
         control  over  financial  reporting,  to the  small  business  issuer's
         auditors and the audit  committee of 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:    May 17, 2006

         /s/ Karl Harz
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By:      Karl Harz
Title:   Principal Financial Officer