**Exhibit
      31.2**





**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,
      Armen
      Karapetyan, certify that:





1. I
        have
        reviewed this quarterly report on Form 10-Q of SFH II Acquisition
        Corp.;





2. Based
        on
        my knowledge, this quarterly 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 quarterly
        report;





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





4. The
        registrant'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 registrant
        and we
        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 registrant, including its consolidated subsidiaries,
        is made known to us by others within those entities, particularly during
        the
        period in which this quarterly 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
        preparation of financial statements for external purposes in accordance with
        generally accepted accounting principles;





c) evaluated
        the effectiveness of the registrant'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;





d) disclosed
        in this report any change in registrant’s internal control over financial
        reporting that occurred during the registrant’s most recent fiscal quarter that
        has materially affected, or is reasonably likely to materially affect, the
        registrant’s internal control over financial reporting; and





5. The
        registrant's other certifying officers and I have disclosed, based on our
        most
        recent evaluation of internal control over financial reporting, to the
        registrant's auditors and the audit committee of registrant's board of directors
        (or persons performing the equivalent functions):





a) all
        deficiencies and material weaknesses in the design or operation of internal
        control over financial reporting which are reasonably likely to adversely
        affect
        the registrant'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 registrant's internal control over financial
        reporting.




Date:
                May 14, 2008
            
            /s/
                Armen KarapetyanArmen
                Karapetyan
              Principal
                Financial Officer