EXHIBIT 31.2

                                 CERTIFICATIONS

      I, William Smith, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Adsero Corp.

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 the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

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 small business issuer as of, and for, the periods presented in this
      annual report;

4.    The small business issuer's other certifying officer and I are responsible
      for establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
      business issuer 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
            small business issuer, 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)   Designed such internal control over financial reporting, or caused
            such control over financial reporting to be designed under our
            supervision, to provide reasonable assurance regarding the
            reliability of financial reporting and the preparation of financial
            statements for external purposes in accordance with generally
            accepted accounting principles;

      (c)   Evaluated the effectiveness of the small business issuer'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

      (d)   Disclosed in this report any change in the small business issuer's
            internal control over financial reporting that occurred during the
            period covered by this annual report that has materially affected,
            or is reasonably likely to materially affect, the small business
            issuer's internal control over financial reporting; and

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

      (a)   All significant deficiencies and material weakness in the design or
            operation of internal control over financial reporting which are
            reasonably likely to adversely affect the small business issuer'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 small business
            issuer's internal control over financial reporting.


Date: April 23, 2004                    /s/ William Smith
                                        ----------------------------------------
                                        William Smith
                                        Principal Financial Officer

                                       1