EXHIBIT  31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                       PURSUANT TO RULES 13A-14 AND 15D-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

I, William P. Williams, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Medcom USA, Inc.;

     2.   Based on my knowledge, this 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 report;

     3.   Based on my knowledge, the financial statements, and other
          financial information included in this report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the small business issuer as of, and for, the periods
          presented in this report;

     4.   The small business issuer's other certifying officer(s) 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))
          and internal control over financial reporting (as defined in Exchange
          Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer 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 small
          business issuer, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during the
          period in which this report is being prepared;

          b. Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

          c. Evaluated the effectiveness of the small business issuer's
          disclosure controls and procedures and presented in this report our
          conclusions about the effectiveness of the disclosure controls and
          procedures, as of the end of the period covered by this report based
          on such evaluation; and

          d. Disclosed in this report any change in the small business issuer's
          internal control over financial reporting that occurred during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's fourth fiscal quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

     5.   The small business issuer's other certifying officer(s) and I
          have disclosed, based on our most recent evaluation of internal
          control over financial reporting, to the small business issuer's
          auditors and the audit committee of the small business issuer's board
          of directors (or persons performing the 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 small business issuer'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 small business
          issuer's internal control over financial reporting.


MEDCOM USA, INC.

By /s/William P. Williams
   ----------------------
William P. Williams
Chief Financial Officer