EXHIBIT
31.2





CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





I, Claude
Couty, certify that:





1.           I
have reviewed this Quarterly Report on Form 10-Q of Heritage Worldwide, Inc. for
the quarter ended December 31, 2008;





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 12a-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
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 financials 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 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:
February 23, 2009


/s/ Claude
Couty


Claude Couty


Chief
Financial Officer and General Manager


(Principal
Accounting and Financial Officer)


Heritage
Worldwide, Inc.