CERTIFICATION PURSUANT TO RULE 13a-14 OF
  THE SECURITIES EXCHANGE ACT OF1934, 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-KSB 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 annual
        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 annual 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:                                                                                                                                                                                 
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|                                                                                | a)                                                                                                                                                                                                                                                                                                                                                                             
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|                                                                                | b)                                                                                                                                                                                                                                                                                                                                                                             
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|                                                                                | c)                                                                                                                                                                                                                                                                                                                                                                             
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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):                                                                                                                                                        
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|                                                                                | a)                                                                                                                                                                                                                                                                                                                                                                             
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|                                                                                | b)                                                                                                                                                                                                                                                                                                                                                                             
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|6.                                                                              | I have indicated in this annual 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.
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|Date: August 19, 2003                                                          
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|/s/ John R Gaetz
      John R Gaetz, Vice-President and Chief Financial Officer



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