CERTIFICATIONS

 

 

I, Howard Bouch, certify that: 

1. I have reviewed this quarterly report on Form 10-QSB of Celtic Cross Ltd.;

2. Based on my knowledge, this report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant of,and for, the periods presented in this report; 

4. The registrant's other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant 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 registrant, 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 registrant'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 registrant's internal        control over financial reporting that occurred during the registrant's        most recent fiscal quarter (the registrant's fourth fiscal quarter in        the case of an annual report) that has materially affected, or is        reasonably likely to materially affect, the registrant's internal        control over financial reporting;

5. The registrant's other certifying officer(s) and I have disclosed,    based on our most recent evaluation of internal control over financial    reporting, 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 and material weaknesses in the design        or operation of internal control over financial reporting which are        reasonably likely to adversely affect the registrant'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 registrant's internal        control over financial reporting. 

Date: March 15, 2006 

 

***/s/ Howard Bouch               ***

Howard Bouch, President and

Chief Financial Officer

A signed original of this written statement required by Section 302        of the Sarbanes-Oxley Act of 2002 has been provided to Celtic Cross Ltd.        and will be retained by Celtic Cross Ltd. and furnished to the        Securities and Exchange Commission or its staff upon request.