| 1. |       | I have reviewed this annual report      on Form 10-K of Boss Holdings, 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;     |
| 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. |                                | 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)) for the registrant and we 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 report is being      prepared; |
|    |                                | b)                                                                                                                                                                                                                                                                                                                                 |  | 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 |
|    |                                | c)                                                                                                                                                                                                                                                                                                                                 |  | Disclosed in this report any change in the registrant’s internal      control over financial reporting that occurred during the registrant’s      most recent fiscal quarter (the registrant’s fourth fiscal quarter in the      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 |
| 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 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 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. |

| By:                                                    | /s/ Steven G.      Pont                                  |   |
|--------------------------------------------------------|----------------------------------------------------------|--------|
|           | Steven G. Pont, Vice President of      Finance           |
|           | Principal Financial Officer and Chief Accounting Officer |   |

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