EX-31 3 ex31two.htm                                                                       Exhibit 31



                                                                      Exhibit 31.2

                                                                 CERTIFICATION


I, Paul Minichiello, Secretary, Treasurer and Director of Manchester Inc., certify that:


1.   I have reviewed this annual report on Form 10-KSB of Manchester Inc.;


2.   Based on my knowledge, this annual 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

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


4.  The registrant's other certifying officer 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 a date within

          90 days prior to the filing date of this annual report (the "Evaluation Date"); and


     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 officer and I have disclosed, based on our most recent evaluation, to

     the registrant's auditors and the audit committee of the registrant's board of directors (or persons

     performing the equivalent function):


     a)  all significant deficiencies in the design or operation of internal controls which could adversely

          affect 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 controls; and


6.  The registrant's other certifying officer and I have indicated in this annual 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: February 28, 2005              /s/ Paul Minichiello