EXHIBIT 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Peter Wilkinson, certify that:

 

|   | 1.    | I have reviewed this quarterly report of Secured                            Investment Resources Fund, L.P. II; |
|--------|-----------------|-----------------------------------------------------------------------------------------------------------------|

 

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.     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)) 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)     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

 

c)     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.     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 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.

 

 

|   |             |   | SECURED INVESTMENT RESOURCES FUND, L.P. II |
|--------|------------------|--------|--------------------------------------------|
|   |             |   |                                       |
| Date:  | November 5, 2007 | By:    | Millenium Management, LLC                  |
|   |             |   | General Partner                            |

 

 

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|   |   |   |                                       |
|--------|--------|--------|--------------------------------------------|
|   |   | By:    | /s/ Peter Wilkinson                        |
|   |   |   | Peter Wilkinson                            |
|   |   |   | Vice President and Chief Financial Officer |