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                                                                    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, Amendment No. 1 to Form 10-QSB, for the
     quarterly period ended June 30, 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 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 issuer's internal control
          over financial reporting that occurred during the period covered by
          the annual report that has materially affected, or is reasonably
          likely to materially affect, the 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 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: August 26, 2003

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