**EXHIBIT 31.2**

 

**Certification of Principal Financial Officer**

**Section 302 Certification**

 

I, Brian Haveson, certify that:

 

1.        I have reviewed this AnnualReport on Form 10-K of Lightning Gaming, Inc.;

 

2.        Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading with respect 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 of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.        The registrant’s othercertifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

(a)     Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b)     Designed such internal control over financialreporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

(c)     Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)     Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and

 

5.       The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)     All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financial information; and

 

(b)     Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the registrant’s internal control over financial reporting.