Exhibit 31.2

CERTIFICATION

IKirk M. Warshaw, certify that:

|1. | I have reviewed this annual report on Form 10-KSB of Newtown Lane Marketing, Incorporated;                                                                                                                                                                                                                                                                   
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|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;                                                   
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|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;                                                           
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|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)) 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:
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|   | a)                                                                                                                                                                                                                                                                                                                                                           
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|   | b)                                                                                                                                                                                                                                                                                                                                                           
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|   | c)                                                                                                                                                                                                                                                                                                                                                           
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|   | d)                                                                                                                                                                                                                                                                                                                                                           
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|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):                          
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|   | a)                                                                                                                                                                                                                                                                                                                                                           
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|   | b)                                                                                                                                                                                                                                                                                                                                                           

Date: June 20, 2008

| | /s/ Kirk M. Warshaw          
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| | Kirk M. Warshaw              
| | Chief Financial Officer      
| | (Principal Financial Officer)

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