================================================================================

                                                                    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, 2006                      /s/  Dennis P. Gauger
----------------                      ---------------------
    (Date)                            Dennis P. Gauger,
                                      Chief Financial Officer (principal
                                      financial and accounting officer)



--------------------------------------------------------------------------------