Exhibit 31.2
                        CERTIFICATION
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                  Certification of Treasurer

I, Andrew Ashton, Treasurer, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Third-
Order Nanotechnologies, Inc.;

2.  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;

3.  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;

4.  The small business issuer's other certifying officer(s) 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;

    (b)  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

    (c)  Disclosed in this report any change 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; and

5.  The small business issuer's other certifying officer(s) 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

    (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: August 13, 2007


                                /s/ Andrew J. Ashton
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        			Andrew Ashton, Treasurer