EXHIBIT
      31.2








CERTIFICATION
      OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO


SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002





I,
      Carl
      A. Chase, certify that:





1.      
      I have reviewed this Quarterly Report on Form 10-QSB of Edgeline Holdings,
      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 presented in this report;





4.      
      I am responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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)      
      Paragraph omitted in accordance with SEC transition instructions contained
      in
      SEC Release No. 33-8238;





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 financial 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.      
      I have disclosed, based on, my 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 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:  February
      19, 2008








By:  /s/ 
      Carl A. Chase__________________


Carl
      A. Chase


Principal
      Financial and Accounting Officer