**EXHIBIT 31.2**

 

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

** **

I, Annette Eggert, certify that:

 

(1)    I have reviewed this quarterly reporton Form 10-QSB of KeyOn Communications Holdings, Inc.;

 

(2)    Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respectto the period covered by this report;

 

(3)    Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects, the financial condition, results ofoperations and cash flows of the small business issuer as of, and for, theperiods presented in this report;

 

(4)    The small business issuer’s othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the small business issuer and have:

 

a)      Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

b)     Evaluated the effectiveness of thesmall business issuer’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and

 

c)      Disclosed in this report any changein the small business issuer’s internal control over financial reporting thatoccurred during the small business issuer’s most recent fiscal quarter (thesmall business issuer’s fourth fiscal quarter in the case of the annual report)that has materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

 

(5)    The small business issuer’s othercertifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board ofdirectors (or persons performing the equivalent functions):

 

a)      All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financialinformation; and

 

b)     Any fraud, whether or not material,that involves management or other employees who have a significant role in thesmall business issuer’s internal control over financial reporting.

 

 
| Date: November 14, 2007 |   | /s/ Annette Eggert                      |   |
|-------------------------|--------|-----------------------------------------|--------|
|                    |   | Annette Eggert, Chief Financial Officer |
|                    |   | (principal financial officer)           |

 

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