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:





i.
      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;





ii.
      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





iii.
      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):





i.
      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 report financial data and have identified for GREEN ENERGY HOLDING
      CORP.'s auditors any material weaknesses in internal controls; and





ii.
      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:
                  May 14, 2007
              By:
              /s/
                  Robert A. HildebrandRobert
                  A. Hildebrand, Chief
                  Financial Officer