Exhibit 32

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with  the  Quarterly  Report  of  Downside  Up,  Inc.  (the
"Company") on Form 10-QSB for the period ending July 31, 2004, as filed with the
Securities and Exchange  Commission on the date hereof (the "Report'),  I, James
B. Wiegand,  Principal  Executive Officer and Principal Financial Officer of the
Company,  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.


 /s/ James B. Wiegand
- -----------------------------------------------------------
James B. Wiegand
Chief Executive Officer and Principal Financial Officer
August 31, 2004