**Exhibit 31.2**

 

**CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER**

**PURSUANT TO SECTION 302 OF THE**

**SARBANES-OXLEY ACT OF 2002**

 

I, Craig L. Brown, certifythat:

 

1.    Ihave reviewed this quarterly report on Form 10-Q of Waste2Energy Holdings, Inc.for the three months ended June 30, 2010;

 

2.    Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

 

3.    Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.   Theregistrant’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:

 
| a)   |  designed such  disclosure controls and procedures, or caused such disclosure controls and  procedures to be designed under our supervision, to ensure that 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; |
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| 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; and                                                                                                   |
| 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 quarter that has  materially affected, or is reasonably likely to materially affect, the  registrant’s internal control over financial reporting;                                                                  |

 

5.    Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunction):

 
| a)   | all significant deficiencies  and material weaknesses in the design or operation of internal control over  financial reporting which are reasonably likely to adversely affect the  registrant’s ability to record, process, summarize and report financial  information; and |
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| b)   | any fraud, whether or not  material, that involves management or other employees who have a significant  role in the registrant’s internal control over financial  reporting.                                                                        |

 

 
| Dated: August 23, 2010 | By:    | /s/ Craig L. Brown                                                |
|------------------------|--------|------------------------------------------------------------------------|
|                   |   | Craig L. Brown  Chief Financial Officer  (Principal Financial Officer) |

 

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