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EXHIBIT 31.2

CERTIFICATION

I, John R Gaetz, certify that:

I have reviewed this annual report on Form 10-KSB of UltraGuard Water Systems Corp.;

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;

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;

The small business issuer'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)) 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;                                             
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| | 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;                                                               
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| | 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                                                                                                                                              
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| | D. | Disclosed in this report any changes 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;

The small business issuer's other certifying officer 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
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| | 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.                                                                                                     

Date: February 7, 2005

/s/ John R Gaetz
  John R Gaetz 
  Vice President and Chief Financial Officer

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