**Exhibit 31.2**

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**RULE 13a-14(a) [SECTION 302]CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER**

 

I, Bick Le, certify that:

 

1.           Ihave reviewed this report on Form 10-K/A of POW! Entertainment, Inc.;

 

2.           basedon my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respect tothe period covered by this report;

 

3.           basedon my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presentedin this report;

 

4.           theregistrant’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 ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)           designedsuch 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 byothers within those entities, particularly during the period in which this report is being prepared;

 

(b)           designedsuch internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;

 

(c)           evaluated the effectiveness of the registrant’s disclosure controls and procedures and concluded that our disclosure controlsand procedures were not effective as of December 31, 2012; and evaluated the effectiveness of the registrant’s internal controlover financial reporting and concluded that our internal control over financial reporting were not effective as of December 31,2012; and

 

(d)           disclosedin this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost 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.           theregistrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

(a)            all significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'sability to record, process, summarize and report financial information; and

 

(b)          anyfraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.