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### **EXHIBIT 31.2**

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### **CERTIFICATION**

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Certification Pursuant to Item 601(b)(31) ofRegulation S-K, as adopted pursuant to Section 302 of the Sarbanes-OxleyAct of 2002.

 

I, J. David Darnell,certify that:

 
|   | 1.     | I have reviewed this  Annual Report on Form 10-K of HSW International, Inc.;                                                                                                                                                                                                                                       |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                         |
|   | 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  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.     | 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-14 and 15d-14) 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 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; and |
|   |   |                                                                                                                                                                                                                                                                                                                         |
|   |   | c.                                                                                                                                                                                                                                                                                                                           | Disclosed in this  annual 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 this annual report)  that has materially affected, or is reasonably likely to materially affect,  the registrant’s internal control over financial reporting. |
|   |   |                                                                                                                                                                                                                                                                                                                         |
|   | 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 the 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: March 28 , 2008 | By:                     | /s/ J. David Darnell |   |
|-----------------------|-------------------------|----------------------|--------|
|                  | J.  David Darnell       |                 |
|                  | Chief Financial Officer |                 |

 

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