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EXHIBIT 31.2

CERTIFICATION

I, John R Gaetz, certify that:

I have reviewed this quarterly report on Form 10-QSB of UltraGuard
  Water Systems Corp.;

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;

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
  small business issuer as of, and for, the periods presented in this report;

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 small business 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 small
        business 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;                                       
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|
| | 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 changes 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;

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 small business issuer's auditors and the audit committee
  of the small business 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
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|
| | B. | Any fraud, whether or not material, that involves
        management or other employees who have a significant role in the small
        business issuer's internal control over financial reporting.                                                                                                               

|Date: May 18, 2005 |                                           
|------------------ | ------------------------------------------
|                   |                                           
|                   | /s/ John R Gaetz                          
|                   | John R Gaetz                              
|                   | Vice President and Chief Financial Officer

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