Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
    PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, RULES 13a-14 AND 15d-14
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Millenium  Holding Group, Inc. (the
"Company") on Form 10-KSB for the period ending  December 31, 2005 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Richard Ham, Chief Financial Officer of the Company,  certify, pursuant to Rules
13a-14 and 15-d14 of the Securities  Exchange Act of 1934 (the "Exchange  Act"),
as adopted pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

(1)  I have reviewed this Report;

(2)  Based upon 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 upon 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 Company, as of, and for, the periods presented in this Report;

(4)  I and the other  certifying  officers of the Company  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-13(e) and 15d-15(e) ) 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 any 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 Company's  disclosure  controls and
          procedures  and  presented  in this  Report my  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 Company's  internal control
          over  financial  reporting  that occurred  during the  Company's  most
          recent fiscal quarter (the Company's fourth fiscal quarter in the case
          of an annual  report) that has materially  affected,  or is reasonably
          likely to  materially  affect,  the  Company's  internal  control over
          financial reporting; and

(5)  I and the  other  certifying  officers  have  disclosed,  based on our most
     recent  evaluation of internal  control over  financial  reporting,  to the
     Company's  auditors and to 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.


/s/ Richard Ham
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Richard Ham
Chief Financial Officer
May 3, 2006