Exhibit 31.2

                                  Exhibit 31.2

                    CERTIFICATION PURSUANT TO RULE 15D-14(A)

I, Miles R. Greenberg, certify that:

1.      I have reviewed this annual report on Form 10-KSB for the fiscal year
        ended June 30, 2004, of Lottery & Wagering Solutions Inc.;

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 quarterly report;

3.      Based on my knowledge, the consolidated 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;

4.      The small business issuer'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))
        for the registrant and we have:

        a.  designed such disclosure controls and procedures 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 report is being prepared;

        b.  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 evaluation; 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 fourth fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the small
            business issuer's control over financial reporting.

6.      The small business issuer's other certifying officer(s) and I have
        disclosed, based on our most recent evaluation of disclosure controls
        and procedures, to the small business issuer's auditors and the audit
        committee of 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 controls 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 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:    October 12, 2004              s/ Miles R. Greenberg
                                       --------------------------------------
                                       Miles R. Greenberg
                                       Chief Financial Officer and Secretary