---

Exhibit 31.2
  CERTIFICATION

I, Floyd Flaman, Chief Financial Officer of Pro-Tech Holdings Ltd., certify that:

|1. | I have reviewed this quarterly report
        on Form 10-QSB of Pro-Tech Holdings Ltd.,                                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Based on my knowledge, this quarterly
        report does not contain any untrue statement of 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 officer
        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)                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|5. | The registrant's other certifying officer
        and I have disclosed, based on our most recent evaluation, to the registrant's
        auditors and the audit committee of the registrant's board of directors
        (or persons performing the equivalent function):                                                                                                                                                       
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|6. | The registrant's other certifying officer
        and I have indicated in this quarterly 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: January 14, 2005.

*/s/ Floyd Flaman* 
  Floyd Flaman, Chief Financial Officer

---