Exhibit
31.2



Certification
of the Principal Financial Officer Under Section 302 of the Sarbanes-Oxley Act



I, Steven
Shum, certify that:



| | 1. | I
                    have reviewed quarterly this report on Form 10-Q of Xzeres Corp.;                                                                                                                                                                                                                                                                                                                                
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 registrant
                    as of, and for, the periods presented in this report;                                                                    
| | 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 15d-15(e)) and internal control over
                    financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, including its consolidated subsidiaries, is made known
        to us by others within those entities, particularly during the period in which this annual report is being prepared;          
| | b. | Designed
        such internal control over financial reporting, or caused such internal control over financial reporting to be designed
        under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
        of financial statements for external purposes in accordance with generally accepted accounting principles;                        
| | c. | 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                                                                                                            
| | d. | 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. | 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):                                                                
| | 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                                                                                                                      
| | 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.                                                                                                                                                                                                                             



|Date: October
    15, 2012 | By:    | /s/ Steven
    Shum                                                          
|-------------------------- | ------ | -----------------------------------------------------------------------------
|                           | Name:  | Steven Shum                                                                  
|                           | Title: | Chief
        Financial Officer
        (Principal
        Financial Officer)