**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Aidan H. Shields, certify that:

 

1.  I have reviewed this report on Form10-KSB/A of Open Energy Corporation;

 

2.  Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.  Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4.  The smallbusiness issuer’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for thesmall business issuer and have:

 

(a)   Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b)   [Paragraphomitted pursuant to SEC Release Nos. 33-8238 and 34-47986.];

 

(c)   Evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

(d)   Disclosedin this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s fourthfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

 

5.  The smallbusiness issuer’s other certifying officer(s) and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to thesmall business issuer’s auditors and the audit committee of the small businessissuer’s Board of Directors (or persons performing similar functions):

 

(a)   Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the small business issuer’s ability to record, process,summarize and report financial information; and

 

(b)   Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 
| Date: October 31, 2007  |   |
|-------------------------|--------|
|                    |   |
| /s/ Aidan H. Shields    |   |
| Aidan H. Shields        |   |
| Chief Financial Officer |   |
|                    |
|                         |        |  |

 

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