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EXHIBIT 31.2

           CERTIFICATION OF CHIEF FINANCIAL OFFICER UNDER SECTION 302
                            OF THE SARBANES-OXLEY ACT

I, William J. Bush, certify that:

  1. I have reviewed this quarterly report on Form 10-QSB of Handheld
  Entertainment, Inc;

  2. Based on my knowledge, this 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 periods covered by this
  quarterly report;

  3. Based on my knowledge, the financial statements, and other financial
  information included in this report, fairly present in all material respects
  the financial condition, results of operations and cash flows of the small
  business issuer as of, and for, the periods presented in this report;

  4. The small business issuer'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-(15e)) for the small business
  issuer 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 small
         business issuer, including its subsidiaries, is made known to us by
         others within those entities, particularly during the period in which
         this report is being prepared:

         b. [Paragraph omitted];

         c. Evaluated the effectiveness of the small business issuer'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 small business issuer's
         internal control over financial reporting that occurred during the
         small business issuer's most recent fiscal quarter (the small business
         issuer's fourth fiscal quarter in the case of an annual report) that
         has materially affected, or is reasonably likely to materially affect,
         the small business issuer's internal control over financial reporting;
         and

  5. The small business issuer's other certifying officer and I have disclosed,
  based on our most recent evaluation of internal control over financial
  reporting, to the small business issuer's auditors and the audit committee of
  the small business issuer's board of directors (or persons performing the
  equivalent functions):

         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 small business issuer's
         ability to record, process, summarize and report financial information;
         and

         b. Any fraud, whether or not material, that involves management or
         other employees who have a significant role in the small business
         issuer's internal control over financial reporting.

DATE: MAY 15, 2006
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BY:  /S/ WILLIAM J. BUSH
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William J. Bush
Acting Chief Financial Officer (Principal Accounting Officer)
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