Exhibit 31.2


                                  CERTIFICATION

I, Bruno Fruscalzo, C.F.O., Treasurer and Director of Stonechurch Inc., certify
that:

1.   I have reviewed this quarterly report on Form 10-QSB of Stonechurch 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 May 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

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:  July 13, 2005                     /s/ Bruno Fruscalzo
                                      -----------------------------------------
                                       Bruno Fruscalzo, Treasurer and Director
                                       Principal Financial Officer