CERTIFICATION



I, Jesse Ross, Principal Financial Officer, certify that:

      1. I have reviewed this annual Report on Form 10-KSB of Diapulse
      Corporation of America, a Delaware Corporation (the "Registrant");


      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 Registrant as of, and for, the periods presented in this 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 13(a)-15(e) and 15d-5(e)) and internal
      control over financial reporting (as defined in Exchange Act rules
      13(a)-15(f) and 15d-15(f) ) for Registrant 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
           Registrant, 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 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

           c) Disclosed in this report any change in the Registrant's
           internal controls over financial reporting that occurred during the
           most recent fiscal quarter that has materially effected or is
           reasonably likely to materially effect, the Registrant's internal
           control over financial reporting ; and


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      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 Registrant's board
      of directors:


              a) All significant deficiencies and material weaknesses 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
              information; and

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



Date:  March 31, 2006    by:/s/ JESSE ROSS
                         ------------------------
                         Jesse Ross
                         Principal Financial Officer