<PAGE>

                                                                   EXHIBIT 31.2

I, John S. Reiland, Chief Financial Officer of US Dataworks, Inc., certify that:

1.       I have reviewed this Form 10-QSB/A, for the quarterly period ended
         December 31, 2003 of US Dataworks, 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 report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the issuer as of, and for, the periods presented in this 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 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
         issuer, including its consolidated subsidiaries, is made known to us by
         others within those entities, particularly during the period in which
         this 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
         period covered by the quarterly report of the second 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 issuer's auditors and the audit committee
         of the 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 control 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 issuer's internal
         control over financial reporting.

Date: March 11, 2004

                                                       /s/ John S. Reiland
                                                     -----------------------
                                                         John S. Reiland
                                                     Chief Financial Officer