**Exhibit      31.2**

|   | 1.     | I                  have reviewed this report on Form 10-Q of Acorn Factor, Inc.;                                                                                                                                                                                                                                                                                                                                                                               |
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|   | 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; |
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|   | 3.     | Based                  on my knowledge, the financial statements, and other financial                  information                  included in this quarterly 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;                                            |
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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)) for the                  registrant and we 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 quarterly                  report is                  being prepared; |
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|   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | [Paragraph                  omitted in accordance with SEC transition instructions contained                  in SEC                  Release Nos. 33-8238 and 34-47986] |
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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; and |
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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                  quarter (the registrant’s fourth fiscal quarter in 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 |
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|   | 5.     | The                  registrant's other certifying officer and I have disclosed, based                  on our                  most recent evaluation of internal control over financial reporting,                  to                  the registrant's auditors and to the audit committee of registrant's                  board                  of directors (or persons performing the equivalent function):                                                |
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|   |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | All                  significant deficiencies and material weaknesses in the design                  or                  operation of internal control over financial reporting which are                  reasonably likely to which could adversely affect the registrant's                  ability                  to record, process, summarize and report financial information;                  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                  control                  over financial reporting. |

| Dated: September 6,                2007 |
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| By:                           | \**s**\                Michael                Barth |
|                                    | Michael                Barth |
|                                    | Chief Financial                Officer |

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