Exhibit
      31.2





Form
      10-QSB


Arête
      Industries,
      Inc.


Quarter
      ended
      September 30, 2006





CERTIFICATION
      OF
      CHIEF EXECUTIVE OFFICER


AND
      PRINCIPAL
      ACCOUNTING OFFICER


PURSUANT
      TO SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002





I,
      John Herzog,
      certify that:





1.
      I have reviewed
      this quarterly report on Form 10-QSB of Arête Industries, Inc.





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





3.
      Based on my
      knowledge, the financial statements, and other financial information included
      in
      this quarterly 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 quarterly 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(e) and 15d-15(e)) 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 any 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
      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(s) 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.








Dated:
      November 15,
      2006




By: /s/
      John
      Herzog


John
      Herzog,
      Interim Chief Financial Officer