Exhibit 31.2

     CERTIFICATION  BY  T.J.  LOUIS  MCKINNEY,  CHIEF  FINANCIAL  OFFICER
                                       OF
                            GENESIS  BIOVENTURES,  INC.

I,  T.J.  Louis  McKinney,  certify  that:

1.   I  have  reviewed  this  annual  report  on  Form  10-KSB/A2  of  Genesis
Bioventures, 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))  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)  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

     (c)     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.


September 8, 2004                          By:     /s/ T.J.  Louis  McKinney
                                                   -----------------------------
                                                   Name:  T.J.  Louis  McKinney
                                                         Chief Financial Officer


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