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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:                                                                                                                                                                                
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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):                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                                                
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|   | b)                                                                                                                                                                                                                                                                                                                                                                
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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: My 20, 2004

/s/ John R Gaetz 
  John R Gaetz, Vice-President and Chief Financial Officer

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