Exhibit 12.2

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|Certification of Principal Financial Officer                                                                     
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|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 annual report;

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 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 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 annual 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 annual 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 the 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 26, 2009 |                               
|                    | /s/ Kirk M. Warshaw           
|                    |                               
|                    | Kirk M. Warshaw               
|                    | Chief Financial Officer       
|                    | (Principal Financial
 Officer)

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