EXHIBIT 31.2

                 CERTIFICATION OF PRINCIPAL ACCOUNTINGL OFFICER
                       PURSUANT TO RULES 13a-14 AND 15d-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

I, Julie  Seaman,  Chief  Financial  Officer of US Global  Nanospace,  Inc. (the
"Company"), certify that:

     I have reviewed  this annual report on Form 10-KSB of US Global  Nanospace,
Inc.

     Based on my  knowledge,  this  annual  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.

     Based on my  knowledge,  the  financial  statements,  and  other  financial
information included in the report,  fairly present in all material respects the
financial condition,  results of operations and cash flows of the Company as of,
and for, the periods, presented in the report.

     The  Company's  other   certifying   officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

     (a)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures   to  be  designed   under  my
          supervision,  to ensure  that  material  information  relating  to the
          Company, including its consolidated subsidiaries,  is made known to me
          by others  within those  entities,  particularly  during the period in
          which the periodic report is being prepared;

     (b)  evaluated the effectiveness of the Company'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 annual report based on such  evaluation;
          and

     (c)  disclosed in this annual report any change in the  Company's  internal
          control over financial  reporting  that occurred  during the Company's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably likely to materially affect, the Company's internal control
          over financial reporting; and

     The Company's other certifying  officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
Company's  auditors and to the audit  committee  of the board of  directors  (or
persons fulfilling the equivalent function):

     (i)  all  significant  deficiencies  in the design or operation of internal
          control  over  financial  reporting  which  are  reasonably  likely to
          adversely affect the Company's ability to record,  process,  summarize
          and report financial information; and

     (ii) any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          control over financial reporting.

Dated:  July 13, 2004


/s/ Julie Seaman
------------------------
Julie Seaman,
Chief Financial Officer