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     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


 I, James L.  Vandeberg,  Chief Financial  Officer of Azul Studios International
Inc., certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form 10-QSB of Azul Studios
     International Inc.;

2.   Based on my knowledge,  this  quarterly  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 quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly report;

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
     registrant and I have:

a)       Designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information relating to the registrant is made known to me by
         others within the entity,  particularly during the period in which this
         quarterly report is being prepared;

b)       Evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly  report for the quarter ended June 30, 2004 (the  "Evaluation
         Date"); and

c)       Presented  in    this  quarterly   report  my  conclusions   about  the
         effectiveness of  the disclosure  controls and  procedures based  on my
         evaluation as of the Evaluation Date;

5.       I  have  disclosed,  based  on  my  most  recent  evaluation,   to  the
         registrant's auditors and the audit  committee of registrant's board of
         directors:

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

6.   I have  indicated  in this  quarterly  report  whether  or not  there  were
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal controls  subsequent to the date of our most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.

/s/ James Vandeberg
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James L. Vandeberg
Chief Financial Officer

September 29, 2004