**Exhibit 31.2**

 

**CERTIFICATIONOF PRINCIPAL ACCOUNTING OFFICER**

**PURSUANT TO SECTION 302 OF THE**

**SARBANES-OXLEY ACT OF 2002**

 

I, Craig L. Brown,certify that:

 

1.    Ihave reviewed this quarterly report on Form 10-Q of Waste2Energy Holdings, Inc.for the three months and six months ended September 30, 2009;

 

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 forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlsover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(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 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:  November 16, 2009 | By:    | /s/ Craig  L. Brown                                |
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|                           |   | Chief  Financial Officer  (Principal Financial Officer) |

 

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