**Exhibit
      31.2**






**Dyadic
      International, Inc.**






**Certification
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**






I,
      Wayne
      Moor, Chief Financial Officer, certify that:




1.     
      I have reviewed this Quarterly Report on Form 10-QSB of Dyadic
      International, Inc. (the "Company");





2.     
      Based
      on
      my knowledge, this Quarterly Report does not contain any untrue statement of
      a
      material fact oromit
      to
      state a material fact necessary to make the statements made, in light of the
      circumstances


underwhich such
      statements were made, not misleading with respect to the period covered by
      this
      QuarterlyReport;





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 Company as of, and
      for, the periods presented in this Quarterly Report;





4.  The Company's 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 Company 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
      Company,


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 Company's
      disclosure controls and procedures and presented in this
      Quarterly Report our conclusions about the effectiveness of the disclosure
      controls and procedures,
      as


of the end of the period covered by this Quarterly Report based on such evaluation;
      and





c)    
      Disclosed in this Quarterly Report any change in the Company’s internal control
      over financial reporting
      that occurred during the Company’s most recent fiscal quarter (the
      Company’s fourth fiscal


quarter in the case of an annual report)that has materially affected
      or is reasonably likely to materially affect the Company’s internal control over
      financial reporting;
      and





5. The
      Company's other certifying officer and I have disclosed, based on our most
      recent evaluation of internal
      control over financial reporting, to the Company's auditors and the audit
      committee of Company's Board


of Directors (or
      persons performing 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
      Company'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 Company's internal controls over financial reporting.







Date:
      May
      15, 2006       /s/     
      Wayne Moor


Wayne Moor


Chief Financial
      Officer