**EXHIBIT
      31.2**




**CERTIFICATION
      OF PRINCIPAL EXECUTIVE OFFICER**


**PURSUANT
      TO SECTION 302 OF THE**


**SARBANES-OXLEY
      ACT OF 2002**




I,
      David
      Ben-Yair, certify that:




1.    I
      have reviewed this annual report on Form 10-KSB of TraceGuard Technologies,
      Inc.;




2.    Based
      on my knowledge, this annual 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 annual report;




3.    Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly 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 annual report;





4.
      The
      registrant’s other certifying officers 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 the small business issuer 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 quarterly
                report is
                being prepared;




b)
            evaluated
                the effectiveness of the small business issuer’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




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





5.    The
      small business issuer’s other certifying officers and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting, to
      the
      small business issuer’s auditors and the audit committee of small business
      issuer’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 small business issuer’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 small business issuer’s internal control over
      financial reporting.




Dated: March
                29, 2007
            By:
            /s/ David
              Ben-YairDavid
                  Ben-YairChief
                    Financial Officer