Exhibit 31.1


                 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:

1.            I have reviewed this 2nd quarterly report on Form 10-Q of Xynergy
              Corporation;

2.            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;

3.            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;

4.            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:

a.            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;

b.            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

c.            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;

5.            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);

a.            all significant deficiencies in the design or operation of
              internal controls
                  which 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

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

6.            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: January 6, 2005               By: /s/ Edward Rose
                                          ------------------------------------
                                          Chief Financial Officer, Secretary and
                                          Director