Exhibit 31.2
                                  ------------




                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                       PURSUANT TO RULE 13a - 15(e) OF THE
                  SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Dennis P. Gauger, certify that:

         1. I have reviewed this annual report on Form 10-KSB of Groen  Brothers
Aviation, 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 annual  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 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 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
         registrant,  including its consolidated subsidiaries,  is made known to
         us by others within those entities,  particularly  during the period in
         which this annual report is being prepared;

              (b) evaluated the  effectiveness  of the  registrant'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 annual  report  based on such
         evaluation; and

              (c) disclosed in this annual report any change in the registrant's
         internal  control over  financial  reporting  that occurred  during the
         period covered by the annual report 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 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   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 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.

October 13, 2005                       /s/  Dennis P. Gauger
------------------                     ---------------------
    (Date)                             Dennis P. Gauger,
                                       Chief Financial Officer (principal
                                       financial and accounting officer)