Exhibit
      31.2





**CERTIFICATIONS**





I,
      Robert A. Hildebrand, certify that:





1.   I
      have reviewed the report being filed on Form 10-QSB by Green Energy Holding
      Corp..





2.   Based
      on my knowledge, the 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 the report;





3.   Based
      on my knowledge, the financial statements, and other financial information
      included in the report, fairly present in all material respects the financial
      condition, results of operations and cash flows of Green Energy Holding Corp..as
      of, and for, the periods presented in the report;





4.   I
      and the other certifying officer are responsible for establishing and
      maintaining disclosure controls and procedures (as such term is defined in
      Regulation 13a-14 of the Securities Exchange Act of 1934) for Green Energy
      Holding Corp..and have:


a.
              Designed
                  such disclosure controls and procedures to ensure that  material
                  information relating to Green Energy Holding Corp. including its
                  consolidated subsidiaries, is made known to us by others
                  within  those entities, particularly during
                  the  period in which the periodic reports are being
                  prepared;
 
 b.
              Evaluated
                  the effectiveness of Green Energy Holding Corp.'s disclosure controls
                  and
                  procedures as of a date within 90 days   prior to the
                  filing date of the report ("Evaluation Date");
                  and
  c.
              Presented
                  in the report our conclusions about the effectiveness of the disclosure
                  controls and procedures based on our evaluation as of the Evaluation
                  Date;
 
 5.   I
        and the other certifying officer have disclosed, based on our most recent
        evaluation, to the Green Energy Holding Corp. auditors and the audit committee
        of the board of directors (or persons fulfilling
 the
        equivalent function):
  a.
              All
                  significant deficiencies in the design or operation of internal
                  controls
                  which could adversely affect Green Energy Holding
                  Corp.'s  ability to record, process, summarize and reportfinancial
                  data and have identified Green Energy Holding Corp.'s auditors
                  any
                  material    weaknesses in internal controls;
                  and
  b.
              Any
                  fraud, whether or not material, that involves management or other
                  employees who have a significant role in the issuer's internal
                  controls;
                  and
 6.   I
        and the other certifying officer have indicated in the report whether or
        not
        there were significant changes in internal controls or in other factors that
        could significantly affect internal controls subsequent to the date
        of


our
      most
      recent evaluation, including any corrective actions with regard
      to  significant deficiencies and material weaknesses.





Date:
      November 13, 2007


/s/
      Robert A. Hildebrand


Robert
      A. Hildebrand,


Chief Financial Officer