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 September 30, 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;

        d.      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

        e.      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):
<PAGE>

        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:    November 15, 2004
                                        /s/ Miles R. Greenberg
                                        -------------------------------------
                                        Chief Financial Officer and Secretary