Exhibit
      31.2





I,
      Daniel
      W. Rumsey, certify that:





1.
      I have
      reviewed this annual report on Form 10-KSB of Wave Wireless Corporation;





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 Wave Wireless as of, and
      for,
      the periods presented in this report;





4.
      Wave
      Wireless’ 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), for Wave Wireless 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 Wave Wireless, 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)
      Evaluated the effectiveness of Wave Wireless’ 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





c)
      Disclosed in this report any change in Wave Wireless’ internal control over
      financial reporting that occurred during Wave Wireless’ most recent fiscal
      quarter (Wave Wireless’ fourth fiscal quarter in the case of an annual report)
      that has materially affected or is reasonably likely to materially affect,
      Wave
      Wireless’ internal control over financial reporting; and





5.
      Wave
      Wireless’ other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to Wave
      Wireless’ auditors and the audit committee of Wave Wireless’ board of directors
      (or persons performing the equivalent functions):





a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal controls over financial reporting which are reasonably likely to
      adversely affect Wave Wireless’ 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 Wave Wireless’ internal control over financial
      reporting.




*Date: March 24, 2006*
            
            /s/ *Daniel
              W. Rumsey**Daniel
                W. Rumsey*
              *Acting
                Chief Executive Officer*
              *and
                Chief Financial Officer*
              *(Principal
                Financial Officer)*