Exhibit 31.2

              CERTIFICATION PURSUANT TO SARBANES-OXLEY SECTION 302

I, John D. Stanton, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of Nanobac
          Pharmaceuticals, Incorporated;

     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 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
          Registrant and have:

     (d)  Designed such disclosure controls and procedures or caused such
          disclosure controls and procedures to be designed under my
          supervision, to ensure that material information relating to the
          Registrant including its consolidated subsidiaries, is made known to
          us by others within these entities, particularly during the period in
          which this report is being prepared;

     (e)  Evaluated the effectiveness of the Registrant'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

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

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

     (c)  All significant deficiencies in the design or operation of internal
          controls over financial reporting which are reasonably likely to
          adversely affect the Registrant's ability to record, process,
          summarize and report financial data information; and

     (d)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Registrant's internal
          controls over financial reporting.



Date: August 12, 2004                       /s/  John D. Stanton
                                            -----------------------------------
                                                 John D. Stanton
                                                 Chief Financial Officer