EXHIBIT 31.2

CERTIFICATION

I, Steven G. Pont, certify
that:

|1. |  | I have reviewed
      this annual report on Form 10-K of Boss Holdings, 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
      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)                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | b)                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | c)                                                                                                                                                                                                                                                                                                                                      
|  
|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)                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | b)                                                                                                                                                                                                                                                                                                                                      

|Date: | March 27, 2009                                                
|----- | --------------------------------------------------------------
|     
|By:   | /s/ Steven G.
Pont                                            
|      | Steven G. Pont, Vice President of Finance                     
|      | Principal
      Financial Officer and Chief Accounting Officer

E-9

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