CELL TECH INTERNATIONAL INCORPORATED
                                AND SUBSIDIARIES

                                                                    Exhibit 31.2

   CERTIFICATION PURSUANT TO SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I, Marta C. Carpenter, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Cell Tech
     International Incorporated;

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 registrant as of, and for, the periods presented in this report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
     internal control over financial reporting (as defined in Exchange Act Rules
     13a-15(f) and 15d-15(f) 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 me 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
     controls over financial reporting that occurred during the registrant's
     most recent fiscal quarter that has materially affected, or is reasonably
     likely to materially affect, the registrant's internal control over
     financial reporting; and

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

          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.

                                    CELL TECH INTERNATIONAL INCORPORATED

Dated: November 19, 2003            /s/ Marta C. Carpenter
                                    --------------------------------------------
                                    Marta C. Carpenter, Chief Accounting Officer

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