CERTIFICATION

I, Alexei Jirniaguine, principal financial officer, Treasurer  and  Director  of
Boss Minerals, Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Boss Minerals,Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of 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.   The  registrant'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 registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  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 December 31, 2005 (the "Evaluation Date");

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

5.  The registrant's other certifying officers and I have disclosed, based on my
    most recent evaluation, to the registrant's auditors and the audit committee
    of the registrant'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 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
          control over financial reporting; and

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6. The  registrant's  other  certifying  officers  and 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.




Date:  February 13, 2006

/s/ Alexei Jirniaguine
----------------------------
Alexei Jirniaguine
Treasurer and Director
Principal Financial Officer