EXHIBIT
      31.2


**CERTIFICATION
      OF CHIEF FINANCIAL OFFICER**


**PURSUANT
      TO SECURITIES EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A)**


**AS
      ADOPTED PURSUANT TO**


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




I,
      Robert
      J. Salluzzo, certify that:




1.  I
      have
      reviewed this Amendment No. 2 to the annual report on Form 10-KSB of Promotions
      On Wheels Holdings, Inc. (the “report”);




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 period covered by this report;




3.  This
      paragraph is intentionally omitted because financial statements and other
      financial information are not included in this report;





4.  The
      small
      business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this 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 external purposes in accordance with
      generally accepted accounting principles;


(c)  Evaluated
      the ineffectiveness of the small business issuer’s disclosure controls and
      procedures and presented in this report our conclusions about the
      ineffectiveness 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
      financing 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.  We
      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 involved management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.





Dated:
                October 6, 2008By:
            */s/
                Robert J. Salluzzo*Robert
                J. Salluzzo, Chief Financial
                Officer