Exhibit 31.2


                    CERTIFICATION PURSUANT TO RULE 15D-14(A)


I, Miles R.Greenberg, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB for the fiscal
         quarter ended December 31, 2004, of Lottery & Wagering Solutions 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 consolidated 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 officers 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 registrant and we have:

         a.       designed such disclosure controls and procedures 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 quarterly report is being prepared;

         b.       evaluated the effectiveness of the small business issuer's
                  disclosure controls and procedures and presented in this
                  quarterly 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

         c.       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 that has materially affected, or is reasonably likely
                  to materially affect, the small business issuer's control over
                  financial reporting.

5.       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of disclosure controls
         and procedures, to the small business issuer's auditors and the audit
         committee of 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 controls 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:    March 24, 2005

                                           /s/ Miles R. Greenberg
                                           -------------------------------------
                                           Miles R. Greenberg
                                           Chief Financial Officer and Secretary