Exhibit 31.2

CERTIFICATION

I, Mark Weber, certify that:

1. I have reviewed the Annual Report on Form 10-KSB for the year ended May 31, 2006 of New World Brands, 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 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 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



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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.



|                       |  |                        
|---------------------- |  | -----------------------
|Dated: August 28, 2006 |  | /s/ Mark Weber         
|                       |  | Mark Weber             
|                       |  | Chief Financial Officer