**Exhibit 31.2**

 

CERTIFICATION PURSUANT TO

15 U.S.C. SECTION 7241 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I,D. Hughes Watler, Jr., certify that:

 

1.     I have reviewed this quarterly report on Form 10-QSBof Stratum Holdings, Inc. (the “small business issuer”);

2.     Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

3.     Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the small business issuer as of, and for, the periodspresented in this report;

4.     The small business issuer’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in theExchange Act Rules 13a-15(f) and 15d-15(f) for the smallbusiness issuer and have:

a)              Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the small businessissuer, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

b)             Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

c)              Evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

d)             Disclosed in this report any change in thesmall business issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal controls over financial reporting; and

5.     The small business issuer’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the small business issuer’s auditors andthe audit committee of the small business issuer’s board of directors (orpersons performing the equivalent function):

a)              All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

b)             Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal control over financial reporting.

 

Date:  June 25, 2008

 

 
| /s/  D. Hughes Watler, Jr. |   |
|---------------------------------|--------|
| D.  Hughes Watler, Jr.     |   |
| Chief  Financial Officer        |   |

 

----