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EXHIBIT 31.2

CERTIFICATION OF JOHN R GAETZ CHIEF FINANCIAL OFFICER PURSUANT
  
  TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, 
  AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John R Gaetz, vice-president and chief financial officer of UltraGuard
  Water Systems Corp certify that:

|1. | I have reviewed this annual
        report on Form 10-KSB of UltraGuard Water Systems Corp                                                                                                                                                                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this
        annual 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 annual report;                       
|3. | Based on my knowledge, the
        financial statements, and other financial information included in this
        annual 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 annual report;                                          
|4. | I am 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. | I have disclosed, based
        on my 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)                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                             
|6. | I have indicated in this
        annual 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: April 13, 2004

/s/ John R Gaetz 
  John R Gaetz, vice-president and chief financial officer

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