EXHIBIT
12.2





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, 2009 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 24, 2010
                        By:
                        /s/
      Brian ClewesChief
      Financial
Officer