EXHIBIT 31.2 - CERTIFICATION PURSUANT TO SARBANES-OXLEY SECTION 302

I, John D. Stanton, certify that:

      1.    I have  reviewed  this  annual  report  on Form  10-KSB  of  Nanobac
Pharmaceuticals, Incorporated;

      2.    Based on my  knowledge,  this  annual  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;

      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;

      4.    I  am  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:

            (d)   Designed  such  disclosure  controls and  procedures or caused
                  such  disclosure  controls and procedures to be designed under
                  my supervision,  to ensure that material  information relating
                  to the Registrant including its consolidated subsidiaries,  is
                  made known to us by others within these entities, particularly
                  during the period in which this report is being prepared;

            (d)   Evaluated the  effectiveness  of the  Registrant'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

            (f)   Disclosed  in  this  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

      5.    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 the  Registrant's  board of directors  (or persons  performing  the
equivalent functions);

            (c)   All  significant  deficiencies  in the design or  operation of
                  internal   controls  over   financial   reporting   which  are
                  reasonably likely to adversely affect the Registrant's ability
                  to  record,  process,  summarize  and  report  financial  data
                  information; and

            (d)   Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  Registrant's internal controls over financial reporting.


                                                      /s/ John D. Stanton
                                                      --------------------------
Date:   April 13, 2005                                John D. Stanton
                                                      Chief Financial Officer