EXHIBIT 31.2

CERTIFICATION

I, Steven G. Pont, certify
that:

|1. |  | I have reviewed this Report
      on Form 10-K/A 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)                                                                                                                                                                                                                                                                                                                                
|  
|   |  | 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: | April 28, 2009                                                
|----- | --------------------------------------------------------------
|      |                                                               
|By:   | /s/ Steven G. Pont                                            
|      | Steven G. Pont, Vice President of
      Finance               
|      | Principal Financial Officer and Chief Accounting
      Officer

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