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,
2008 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:
      May 19, 2009
              By: /s/ Brian ClewesChief
      Financial Officer