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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, 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: February 17, 2004


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