EXHIBIT 31.2

    CERTIFICATION

I, Daniel M. Cofall, certify that:

1.  I  have reviewed this annual report on Form 10-KSB of Harrell Hospitality Group, 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 registrant as of,  and  for,  the  periods  presented  in  this  report;

4.  The  registrant's  other  certifying  officer  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 controls over financial
reporting  (as  defined  in  Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant  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 registrant, 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  principles;

     c)  Evaluated the effectiveness of the registrant'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 registrant's internal control over  financial  reporting  that  occurred  during  the registrant's most recent fiscal  quarter (the registrant's fourth fiscal quarter in the case of an annual report)  that  has  materially  affected,  or is reasonably likely to materially affect,  the  registrant's  internal  control  over  financial  reporting;  and

5.  The registrant's other certifying officer and I have disclosed, based on our most  recent  evaluation  of  internal  control over financial reporting, to the registrant's  auditors  and  the  audit  committee  of the registrant'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  registrant'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 registrant's internal control over financial  reporting.

Date: January 12, 2007

/s/ Daniel M. Cofall
___________________
Daniel M. Cofall
Chief Financial Officer