Exhibit
31.2





CERTIFICATIONS





I,
John Adair, Chief Financial Officer of GREEN ENERGY HOLDING
CORP.  certify that:





1.   I
have reviewed the report being filed on Form 10-Q.





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.   The
Registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-a5(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-a5(f))  for the
Registrant and have;





(a)
            Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      the 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)
            Designed
      such internal control over financial reporting, or caused such internal
      control over   financial reporting to be designed under our
      supervision, to provide reasonable assurance regarding the reliability of
      financial reporting and the preparation of financial statements for
      external purposes in accordance with generally accepted accounting
      principles;





(c)
            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.





(d)
            Disclosed
      in this report any change in the Registrant's internal control over
      financial reporting that occurred during the Registrant's most recent
      fiscal three months (the Registrant's fourth fiscal three months 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.   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:
February 11, 2009


/s/ John
Adair


John
Adair, Chief Financial Officer