**EXHIBIT
      31.2**




**CERTIFICATION
      PURSUANT TO SECTION 302**


**OF
      THE SARBANES-OXLEY ACT OF 2002**


**FOR
      THE CHIEF FINANCIAL OFFICER**


**AND
      THE PRINCIPAL FINANCIAL OFFICER**





I,
      Robert
      Scherne, interim chief financial officer, certify that:





1.
      I have
      reviewed this annual report on Form 10-KSB of New Generation Holdings,
      Inc.;





2.
      Based
      on my knowledge, this annual 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 this annual
      report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this annual report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the registrant
      as
      of, and for, the periods presented in this annual 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-15(e)) for the registrant and I 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 is made known to us by others,
      particularly during the period in which this annual 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 the 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 changes in the registrant's internal controls
      over
      financial reporting that occurred during the registrant's most recent fiscal
      quarter (the registrant's fourth fiscal quarter) that have materially affected,
      or are reasonably likely to materially affect, the registrant's internal
      controls over financial reporting.





5.
      The
      registrant’s other certifying officer and I have disclosed, based on our most
      recent evaluation, to the registrant's auditors and the audit committee of
      registrant's board of directors (or persons performing the equivalent
      functions):





a)
      all
      significant deficiencies in the design or operation of internal controls which
      could adversely affect the registrant's ability to record, process, summarize
      and report financial data and have identified for the registrant's auditors
      any
      material weaknesses in internal controls; and





b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant's internal controls.




6.
      I have
      indicated in this annual report whether 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.




/*s*/*Robert
                Scherne**Robert
                Scherne*
              *Interim
                Chief Financial Officer*


Date:
      March 6, 2007