EXHIBIT
31.2




CERTIFICATION





I,
Frederick Conte, Chief Financial Officer of Timeshare Holdings, Inc. ., certify
that:





1. I have
reviewed this quarterly report on Form 10-Q of Timeshare Holdings,
Inc.  for the quarter ended June 30, 2008





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
small business issuer'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)) 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 small business issuer is made known to us by others,
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; and





(c)      evaluated
the effectiveness of the small business issuer's  disclosure controls
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 small business issuer's internal control over
financial reporting that occurred during the small business issuer'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.








5.    The
registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent
function):




a) all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant’s ability to record, process, summarize
and report financial data and have identified for the registrant’s auditors any
material weaknesses in internal controls; and




b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal controls over financial
reporting.






August
      8, 2008
            By:
            /s/ Frederick
      ConteFrederick
      ConteChief
      Financial Officer