Exhibit
31.2





Certification
of Principal Financial
and Accounting Officer


Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002


and
Securities and Exchange Commission Release 34-46427





I, John
F. Passalaqua, hereby certify that:





1. I have
reviewed this Annual Report on Form 10-KSB (the “Report”) of Pegasus Tel, Inc.,
a Delaware corporation (the “Company”):




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 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 report;





4.           I am 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
annual 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 evaluations; and





d)           disclosed
in this report any change in the small business issuer’s internal control over
financial reporting that occurred during the small business issuer’s most recent
fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer’s internal control over the
financial




5.           I
have disclosed, based on my 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.





Date:
      March 31, 2008
            /s/ John F. PassalaquaJohn
      F. PassalaquaChief
      Financial Officer
              (Principal
      Financial and Accounting Officer)