Exhibit
31.2





CERTIFICATIONS





I,
Michael Sheppard, certify that:





1. I have
reviewed this Annual Report on Form 10-K of Global Matrechs, Inc.





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 information included in
this 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 Report;





4. I am
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-(f)
for the registrant and I 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
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 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 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 most recent fiscal
quarter ( the registrant’s fourth fiscal quarter in the case of an Annual
Report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and





5. I have
disclosed, based on the 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.





Dated:
January 15, 2009





/s/Michael SheppardMichael
      Sheppard,
                Principal
      Financial and Accounting
Officer