Exhibit 31.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of WORLDTEK CORP. (the "Company") on Form
10-KSB/a-1 for the year ended December 31, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Jack Fishman, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 302 of the Sarbanes-Oxley Act of 2002, that:

7.       I have reviewed this Annual Report on Form 10-KSB/A-1 of WORLDTEK
         CORP.;
8.       Based on my knowledge, this Annual 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 Annual report;
9.       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;
10.      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, if any, is made known to us by others within
         those entities, particularly during the period in which this Annual
         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 Annual Report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

11.      The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of 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 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

12.      The registrant's other certifying officers 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:  August 25, 2004
                                                    /s/ Jack Fishman
                                                    ----------------
                                                     Jack Fishman