EXHIBIT 31.2



CERTIFICATION



I, FERNANDO SANCHEZ, certify that:



1. I have reviewed this Annual Report on Form 10-KSB/A of Medical Device Alliance 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 annual report;



3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 fourth fiscal quarter 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 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 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 controls 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.



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|Dated: April 12, 2004 |  |  |  | By: |  | /s/    Fernando Sanchez
|                      |  |  |  |     |  |                         |  | Fernando Sanchez Chief Financial Officer