**Exhibit 31.2**

 

**Certification**

 

I,Aidan Shields, certify that:

 
| (1)    |   | I have reviewed this Amendment No. 1  to Annual Report on Form 10-K/A of Open Energy 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 the small business issuer as of, and for, the  periods presented in this report;                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| (4)    |   | The registrant’s other certifying  officer(s) 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 Exchange Act Rules 13a-15(f) and  15d-15(f)) for the registrant 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 small business issuer, 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) Designed  such internal control over financial reporting, or caused such internal  control over financial reporting to be designed under our supervision, to  provide reasonable assurance regarding the reliability of financial reporting  and the preparation of financial statements for external purposes in  accordance with generally accepted accounting principles;                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | (c) 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                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | (d) Disclosed  in this report any change in the registrant’s internal control over financial  reporting that occurred during the registrant’s fourth fiscal quarter that  has materially affected, or is reasonably likely to materially affect, the  registrant’s internal control over financial reporting; and                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                    |
| (5)    |   | The registrant’s other certifying  officer(s) and I have disclosed, based on our most recent evaluation of  internal control over financial reporting, to the registrant’s auditors and  the audit committee of the registrant’s Board of Directors (or persons  performing similar 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 registrant’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 registrant’s internal control over  financial reporting.                                                                                                                                                                                                             |

 
| Date:  September 26, 2008 |
|--------------------------------|
| /s/  Aidan Shields             |   |
| Aidan  Shields                 |
| Chief  Financial Officer       |

 

----