**Exhibit 31.2**

 

**Rule 15d-14(a) Certificationof the Chief Financial Officer**

 

I, Michelle M. Pennell,chief financial officer, certify that:

 

1.                                       I have reviewed this annual report on Form 10-KSBof Atlantic Bancshares, Inc.

 

2.                                      Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.                                      Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the small business issuer as of, and for, the periodspresented in this report;

 

4.                                      The smallbusiness issuer’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

a)                                      Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the smallbusiness issuer, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

b)                                     Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c)                                      Evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport 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 inthe small business issuer’s internal control over financial reporting thatoccurred during the small business issuer’s most recent fiscal quarter (thesmall            business issuer’s fourth fiscal quarterin the case of this annual report) that has materially affected, or isreasonably likely to materially affect, the small business issuer’s internalcontrol over financial reporting; and

 

5.                                       The small business issuer’s othercertifying officers and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board ofdirectors (or persons performing the equivalent functions):

 

a)  All significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

 

b)  Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal control over financial reporting.

 
| Date:  | March 27, 2008 | By:                     | /s/ Michelle M. Pennell |
|--------|---------------------|-------------------------|-------------------------|
|   |                | Michelle M. Pennell     |                    |
|   |                | Chief Executive Officer |                    |
|        |                     |                         |                         |  |

 

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