EXHIBIT
31.2






Certification
      of the Registrant’s Principal Financial OfficerPursuant
      to Section 302 of the Sarbanes-Oxley Act of
2002





and
      Securities and Exchange Commission Release
  34-46427





I, Teresa
McWilliams, certify that:





1.    I
have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Next 1
Interactive, Inc. for the fiscal year ended February 28, 2009 (the
“Report”);





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 present in this Report;





4.    I
am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and I have:





(a)    designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under my supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me 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 my 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 small business issuer’s disclosure controls and
procedures and presented in this Report my 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;





(d)    disclosed
in this Report any change in the registrant’s internal control over financing
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.    I
have disclosed, based on my 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 reasonable 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 involved management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.





Dated:
      June 24, 2009
              By:
              /s/ Teresa
      McWilliamsTeresa
      McWilliams
                Chief
      Financial Officer
                (Principal
      Financial Officer)