EXHIBIT
      12.1





CERTIFICATION
      PURSUANT TO RULE 13(a)-14(a)





I,
      Brian
      Clewes, certify that:





1.
            I
                have reviewed this Annual Report on Form 20-F for the period ended
                December 31, 2007 of Carthew Bay Technologies
                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 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 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
      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,
      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 small business issuer’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 small business issuer’s internal control over
      financial reporting; and





5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the Small
      business issuer’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 small business issuer’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 small business issuer’s
                internal control over financial reporting.





Dated:
                June 11, 2008
            By:
                /s/ Brian ClewesChief
                Financial Officer