EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE 
SARBANES-OXLEY ACT OF 2002

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|I, David M.
 Rainey, certify that:                                                                                                                                                                                                                                                                                                                 
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|1.       I
 have reviewed this quarterly report on Form 10-Q of Debt Resolve, Inc.;                                                                                                                                                                                                                                                                
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|2.       Based
 on my knowledge, this annual 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 annual
 report;             
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|3.       Based
 on my knowledge, the financial statements, and other financial information
 included in this annual 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 annual report;                                 
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|4.       The
 registrant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 controls over financial
 reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
 registrant and have:
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|                                                                                                                                                                                                                                                                                                                                                    | 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 annual report is being prepared;
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|                                                                                                                                                                                                                                                                                                                                                    | 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;              
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|                                                                                                                                                                                                                                                                                                                                                    | 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;                                                                                                       
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|                                                                                                                                                                                                                                                                                                                                                    | 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
 that has materially affected, or is reasonably likely to materially affect,
 the registrants internal control over financial reporting;                                                                            
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|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):                                                                                     
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|                                                                                                                                                                                                                                                                                                                                                    | 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
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|                                                                                                                                                                                                                                                                                                                                                    | 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.                                                                                                                    

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|Dated:
 August 18, 2009 | By: | /s/ DAVID M. RAINEY                                         | 
|                        |     |                                                             | 
|                        |     | David M. Rainey                                             | 
|                        |     | President, Chief Financial Officer, Treasurer and Secretary

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