**Exhibit
      31.2**





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







I,
      Shehryar Wahid, certify that:





1.  I have reviewed Amendment No. 1 to the Annual Report on Form 10-KSB/A of New World Brands, Inc. for the year ended December 31, 2007;





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 annual 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 registrant as of, and for, the
      periods presented in this annual report;





4.  The
      registrant’s other certifying officers 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 registrant 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 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;





b)  designed
      such internal control over financial reporting, or caused such 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 registrant’s disclosure controls and procedures and
      presented in this annual report our conclusions about the effectiveness of
      the
      disclosure controls and procedures, as of the end of the period covered by
      this
      annual report based on such evaluation; and





d)  disclosed
      in this annual 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; and










5.  The
      registrant’s other certifying officers and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant’s auditors and the audit committee of registrant’s board of directors
      (or persons performing equivalent functions):




a)  all
      significant deficiencies and internal weaknesses in the design or operation
      of
      internal controls over financial reporting which are reasonably likely to
      adversely affect the registrant'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 registrant's internal control over financial
      reporting.





Date:
                May 13, 2008
            /s/
                Shehryar
                WahidShehryar
                WahidChief Financial Officer, Secretary, Treasurer, and Chief Operations Officer(principal financial and principal accounting officer)