**Exhibit
        31.2**
  **CERTIFICATION
        OF CHIEF FINANCIAL OFFICER**
 **AS
        ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
        2002**
  I,
        W.
        Jamie Plante, certify that:
  1.              I
        have reviewed this Form 10-QSB of Marshall Holdings International,
        Inc.;
  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;
  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 present in this 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)) and internal control over financial
        reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) 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 its 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 principals;
  (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
        financing 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 reasonable 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 19, 2007.
  /s/
                  W.  Jamie PlanteW.
                  Jamie Plante, Chief Financial
                  Officer