EX-31.2 2 ex31two.htm Converted by EDGARwiz




                                                                                                                                              Exhibit 31.2


CERTIFICATION


I, Paul Minichiello, C.F.O., Treasurer and Director of Manchester Inc., certify that:


1.   I have reviewed this quarterly report on Form 10-QSB of Manchester 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 August 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:  October 14, 2005                                                 /s/ Paul Minichiello

                                                                                  ---------------------------------------------------------

                                                                                   Paul Minichiello, Treasurer and Director

                                                                                   Principal Financial Officer