Exhibit 31.2
I, Bernard Ware, certify that:

1. I have reviewed this report on Form 10-QSB of Preferred Financial Resources,
Inc.;

2. Based on my knowledge, the 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 the report;

3. Based on my knowledge, the financial statements, and other financial
information included in the report, fairly present in all material respects the
financial condition, results of operations and cash flows of Preferred
Financial Resources, Inc. as of, and for, the periods presented in the report;

4. The other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as such term is defined in
Regulation 13a-14 of the Securities Exchange Act of 1934) for Preferred
Financial Resources, Inc and have:

iv. Designed such disclosure controls and procedures to ensure that material
information relating to Preferred Financial Resources, Inc., including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which the periodic reports are being
prepared;

v. Evaluated the effectiveness of Preferred Financial Resources, Inc.'s
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report ("Evaluation Date"); and

vi. Presented in the report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

5. The other certifying officer and I have disclosed, based on our most recent
evaluation, to the Preferred Financial Resources, Inc. auditors and the audit
committee of the board of directors (or persons fulfilling the equivalent
function):

i. All significant deficiencies in the design or operation of internal controls
which could adversely affect Preferred Financial Resources, Inc.'s ability to
record, process, summarize and report financial data and have identified for
Preferred Financial Resources, Inc.'s auditors any material weaknesses in
internal controls; and

ii. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls; and

6. I and the other certifying officer have indicated in the 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.

March 16, 2004

Bernard Ware
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Bernard Ware
Chief Financial Officer