CERTIFICATION PURSUANT TO RULE 13A-14(A)

         I, William Hawkins, hereby certify that:

1.       I have reviewed the Quarterly Report on Form 10-QSB of Syscan
         Imaging, Inc. for the quarter ended June 30, 2005;

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 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)) and internal control over financial
         reporting (as defined in Exchange Act Rules 13a-15(f) and
         15d-15(f)) 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)      Designed such internal control over financial reporting, or
         caused such internal control over financial reporting to be
         designed under our supervision, to provide reasonable
         assurance regarding the reliability of financial reporting and
         the preparation of financial statements for external purposes
         in accordance with generally accepted accounting principles;

(c)      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

(d)      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.

5.       The small business issuer's other certifying officer 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.




Date:  August 15, 2005           /s/ William Hawkins
                                 ----------------------------------------------
                                 William Hawkins Acting Chief Financial Officer,
                                 Chief Operating Officer and Secretary



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