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**Exhibit 31.2**

**CERTIFICATION**

 I, Roger Sexton, certify that: 

| 1.     | I have reviewed this report on Form 10-K of Elephant      & Castle Group, Inc.;                                                                                                                                                                                                                                            |
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| 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; |
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| 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 registrant as of, and for, the periods presented in      this report;                    |
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| 4.     | The registrant’s other certifying officer      and I are responsible for establishing and maintaining disclosure controls      and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e))      for the registrant and have:                                                                             |
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|   | (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 registrant, 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; |
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|   | (b)                                                                                                                                                                                                                                                                                                                            | 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 |
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|   | (c)                                                                                                                                                                                                                                                                                                                            | 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. |
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| 5.     | The registrant’s other certifying officer      and 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 registrant's board of directors (or persons performing the      equivalent functions):    |
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|   | (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 registrant’s ability to      record, process, summarize and report financial information; and |
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|   | (b)                                                                                                                                                                                                                                                                                                                            | Any fraud, whether or not material, that involves management      or other employees who have a significant role in the registrant’s      internal control over financial reporting. |