**Exhibit 31.2**

 

**CERTIFICATIONOF PRINCIPAL ACCOUNTING OFFICER**

**PURSUANTTO SECTION 302 OF THE**

**SARBANES-OXLEYACT OF 2002**

 

I, Craig L. Brown, certify that:

 

1.    I have reviewed thisquarterly report on Form 10-Q of Waste2Energy Holdings, Inc. for thethree months and nine months ended December 31, 2009;

 

2.    Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light ofthe circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.    Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

4.   The registrant’s other certifyingofficer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal controls over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

 
| 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.    The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation,to the registrant’s auditors and the audit committee of the registrant’s boardof directors (or persons performing the equivalent function):

 
| 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: February 12, 2010 | By:    | /s/ Craig L. Brown                               |
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|                          |   | Chief Financial Officer(Principal  Financial Officer) |

 

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