**Exhibit 31.2**

 

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

 

Inconnection with the Quarterly Report of Nucotec, Inc. (the “Company”) on Form10-QSB for the period ending September 30, 2003 as filed with the Securitiesand 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 of 1934 (the“Exchange Act”), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2003,that:

 

1.     I have reviewed this Report;

 

2.     Based on my knowledge, this Report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this Report;

 

3.     Based on my knowledge, the financialstatements, and other financial information included in this Report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Company, as of, and for, the periods presented in thisReport;

 

4.     I and the other certifying officers of theCompany are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) forthe Company and have:

 

(a)   Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theCompany, including any consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this Report isbeing prepared;

(b)   Evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in this Report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered bythis Report based on such evaluation; and

(a)   Disclosed in this Report any change in theCompany’s internal control over financial reporting that occurred during theCompany’s most recent fiscal quarter (the Company’s fourth fiscal quarter inthe case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the Company’s internal control over financialreporting; and

 

5.     I and the other certifying officers havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and to the audit committee ofthe Company’s board of directors (or persons performing the equivalentfunctions):

 

(a)   All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Company’s abilityto record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theCompany’s internal control over financial reporting.

 
|  /s/  Scott W. Bodenweber |   |
|--------------------------------|--------|
| Scott  W. Bodenweber           |
| Chief  Financial Officer       |
| December  3, 2003              |

 

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