Exhibit
      31.2




CERTIFICATION
      PURSUANT TO RULE 13A-14 OR 15D-14


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934,


AS
      ADOPTED PURSUANT TO SECTION 302


OF
      THE
      SARBANES-OXLEY ACT OF 2002




I,
      Edward
      Rose, Chief Financial Officer of Xynergy Corporation, certify that:




I
      have
      reviewed this 3rd yearly report on Form 10-K of Xynergy
      Corporation;




B ased
      on my knowledge, this yearly
      report does not contain any untrue statement of 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 yearly report;




Based
      on my
      knowledge, the financial statements, and other financial information included
      in
      this yearly report, fairly present, within the scope and guidelines enforced
      by
      the Securities and Exchange Commission, 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 yearly report;




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




designed
      such
      disclosure controls and procedures to ensure that material information relating
      to the registrant, including its consolidated subsidiaries, is made known to
      us
      by others within those entities, particularly during the period in which this
      yearly report is being prepared;




evaluated
      the
      effectiveness of the registrant's disclosure controls and procedures as of
      a
      date within 90 days prior to the filing date of this yearly report (the
      "Evaluation Date"); and




presented
      in this
      yearly report our conclusions about the effectiveness of the disclosure controls
      and procedures based on our evaluation as of the Evaluation Date;




T he
      registrant's other certifying officer and I have disclosed, based on our most
      recent evaluation, to the registrant's auditors and the audit committee of
      registrant's board of directors (or persons performing the equivalent
      functions);




all
      significant
      deficiencies in the design or operation of internal controls hich
      could adversely affect the registrant's ability to record, process, summarize,
      and report financial data and have identified for the registrant's auditors
      any
      material weaknesses in internal controls; and




any
      fraud, whether or
      not material, that involves management or other employees who have a significant
      role in the registrant's internal controls; and




The
      registrant's other certifying officer and I have indicated in this yearly report
      whether there were significant changes in internal controls or in other factors
      that could significantly affect internal controls subsequent to the date of
      our
      most recent evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.




**XYNERGY
                CORPORATION**Dated:
                January 19, 2006
              By:
              /s/ Edward
                RoseEdward
                RoseChief
                  Financial Officer, Secretary & Director