EXHIBIT 31.2

                              OFFICER'S CERTIFICATE
                            PURSUANT TO SECTION 302*

            I, Gordon Ellison, Chief Financial Officer, certify that:

            1. I have reviewed this form 10-KSB for the fiscal year ended July
            31, 2005 of BSD Software, Inc.;

            2. Based on my knowledge, this 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 report;

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

            4. The registrants 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 report is being prepared;

            (b) Omitted;

            (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 small business issuer's most recent fiscal quarter (the
            small business issuer's fourth fiscal quarter in the case of an
            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. 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 the small business issuer'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 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:    November 14, 2005                By:  /S/ GORDON ELLISON
         ----------------                     ----------------------------------
                                         Name:    Gordon Ellison
                                         Title:   Chief Financial Officer


            *The introductory portion of paragraph 4 of the Section 302
            certification that refers to the certifying officers' responsibility
            for establishing and maintaining internal control over financial
            reporting for the company, as well as paragraph 4(b), have been
            omitted in accordance with Release No. 33-8238 (June 5, 2003)
            because the compliance period has been extended for small business
            issuers until the first fiscal year ending on or after April 15,
            2005.