**Exhibit
      31.2**




**CERTIFICATION
      OF CHIEF FINANCIAL OFFICER**


**PURSUANT
      TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**




I,
      John T. McLaughlin, certify that:




1.
            I
                have reviewed this quarterly report on Form 10-QSB of US Dataworks,
                Inc.;




2.
            Based
                on my knowledge, this quarterly 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 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(s) 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)) for the registrant
                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 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 and presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures as of the end of the
      period covered by this quarterly report based on such evaluation;




c)
      disclosed in this quarterly report any change in the registrant’s internal
      control over financial reporting that occurred during the registrant’s most
      recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial reporting;
      and




d)
      Disclosed in this report any change in the small business issuer's internal
      control over financial reporting that occurred during the small business
      issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer's internal
      control over financial reporting; and




5.
            The
                registrant's other certifying officer(s) and I have disclosed, based
                on
                our most recent evaluation of internal control over financial reporting,
                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 and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the registrant's ability to record, process, summarize and
      report financial data; and




b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant's internal control over financial
      reporting.




Date:
      August 14, 2008


/s/
                  John T. McLaughlinJohn
                  T. McLaughlinChief
                  Accounting Officer