**Exhibit
      31.2**


**CFO
      Certification**








I,
      Sheridan Westgarde, certify that:




1.
      I have
      reviewed this Annual report on Form 10-KSB of Aquatic Cellulose International
      Corporation (the "Company");





2.
      Based
      on my knowledge, this Annual 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 circumstances under which such statements were made, not
      misleading with respect to the period covered by this Annual report;
      and





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this Annual report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the Company as
      of,
      and for, the periods presented in this Annual report.





4.
      The
      Company's other certifying officers and I are responsible for establishing
      and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-14 and 15d-14) for the Company 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 Company, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this Annual report is being prepared;





b)
      evaluated the effectiveness of the Company'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 Company's internal control over
      financial reporting that occurred during the Company's most recent fiscal
      quarter that has materially affected, or is reasonably likely to materially
      affect, the Company's internal control over financial reporting;





5.
      The
      Company's other certifying officers and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the Company's
      auditors and the audit committee of Company's board of directors (or persons
      performing the equivalent functions);





a)
      all
      significant deficiencies in the design or operation of internal controls which
      could adversely affect the Company's ability to record, process, summarize
      and
      report financial data and have identified for the Company's auditors any
      material weaknesses in internal controls; and





b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the Company's internal controls over financial
      reporting.




Date:
      October 28, 2005





/s/
      Sheridan Westgarde


Sheridan
      Westgarde


Chief
      Financial Officer