Exhibit 31

                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 quarterly report on Form 10-Q of Xynergy Corporation;

Based on my knowledge, this quarterly 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 quarterly
report;

Based on my knowledge, the financial statements, and other financial information
included in this quarterly 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 quarterly report;

The registrant'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 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 quarterly 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
quarterly report (the "Evaluation Date"); and

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

The 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
controlswhich 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 quarterly
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.

Dated: February 23, 2005              By: /s/ Edward Rose
                                         ---------------------------------
                                         Chief Financial Officer, Secretary and
                                         Director