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EXHIBIT 31.2

 CERTIFICATION OF JOHN R GAETZ CHIEF FINANCIAL OFFICER PURSUANT  TO RULE 13a-14   OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED   PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 

 I, John R Gaetz, vice-president and chief financial officer of UltraGuard  Water Systems Corp certify that:

| 1.     | I have reviewed this quarterly report on Form      10-QSB of UltraGuard Water Systems Corp                                                                                                                                                                                                                                                                     |
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| 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;             |
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| 3.     | Based on my knowledge, the financial statements,      and other financial information included in this annual 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;                                   |
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| 4.     | I am 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 me 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 my evaluation as of the      Evaluation Date; |
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| 5.     | I have disclosed, based on my 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 |
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| 6.     | I have indicated in this quarterly report whether      or not 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. |

Date: August 14, 2004