Exhibit 31.2

                                  CERTIFICATION

I, David M. Barnes,  Chief Financial Officer, and Principal Financial and
Accounting Officer of Cyber Defense Systems, Inc., certify that:

1.    I have  reviewed  this  quarterly  report on Form 10-QSB of Cyber  Defense
      Systems, Inc.;

2.    Based on my knowledge,  this quarterly  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 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,  if any, 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,  if any,  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 the end of the period covered by this quarterly
            report based on such evaluation (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 officers,  if any, 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

6.    The Registrant's other certifying  officers,  if any, and I have indicated
      in this  quarterly  report  whether  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 22, 2005              /s/ David M. Barnes
                                   -----------------------
                                   David M. Barnes
                                   Chief Financial Officer, Principal Financial
                                   and Accounting Officer