Exhibit
      12.2




**Certification
      of Principal** **Financial
      Officer**




**Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002**


**and
      Securities and Exchange Commission Release 34-46427**





I,
      Kirk
      M. Warshaw, certify that:





1.
      I have
      reviewed this annual report on Form 20-F of Rodman International Enterprise
      II,
      Ltd. (the “Company”);





2.
      Based
      on my knowledge, this annual 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 registration statement;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this annual report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the Company as
      of,
      and for, the periods presented in this annual report;





4.
      The
      Company’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)) and internal control over financial reporting (as
      defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company 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 Company, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this annual 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 Company’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 annual
      report based on
      such evaluation; and





d)
      Disclosed in this report any change in the Company’s internal
      control over financial reporting that occurred during the period covered by
      the
      annual report that has materially affected, or is reasonably likely to
      materially affect, the Company’s internal control over financial reporting;
      and





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





Date:
                June 6, 2008
            /s/
                Kirk M. WarshawKirk
                M. Warshaw
              Principal
                Financial Officer