**Exhibit 31.2**

 

**CERTIFICATION OF CHIEFFINANCIAL OFFICERPURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,RULES 13a-14 AND 15d-14AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with the Quarterly Report of Nucotec,Inc. (the “Company”) on Form 10-QSB for the period ending September 30,2003 as filed with the Securities and Exchange Commission on the date hereof(the “Report”), I, Scott W. Bodenweber, Chief Financial Officer of the Company,certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of1934 (the “Exchange Act”), as adopted pursuant to §302 of the Sarbanes-OxleyAct of 2003, that:

 

1.               I have reviewedthis Report;

 

2.               Based on myknowledge, this Report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this Report;

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this Report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company, as of, and for,the periods presented in this Report;

 

4.               I and the othercertifying officers of the Company are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the Company and have:

 

(a)          Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including any consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this Report is being prepared;

(b)         Evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin this Report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the endof the period covered by this Report based on such evaluation; and

(c)          Disclosed in thisReport any change in the Company’s internal control over financial reportingthat occurred during the Company’s most recent fiscal quarter (the Company’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the Company’s internalcontrol over financial reporting; and

 

5.               I and the othercertifying officers have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the Company’s auditors and to theaudit committee of the Company’s board of directors (or persons performing theequivalent functions):

 

(a)          All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation; and

(b)         Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.

 
|  /s/ Scott W. Bodenweber                                      |   |
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| Scott W. BodenweberChief  Financial OfficerNovember 13,  2003 |

 

 

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