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, Philip
Callaghan, certify that:





6.
            I
      have reviewed this quarterly report on Form 10-Q of Ultimate Escapes, Inc.
      (the “Registrant”);





7.
            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;





8.
            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
      Registrant as of, and for, the periods presented in this
      quarterly;





9.
            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
  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 is made known to us by others
within those entities, particularly during the period in which this 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 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; and


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





10.
            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
significant 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:
      November 23, 2009
              /s/ Philip CallaghanPhilip
      CallaghanPrincipal
      Financial Officer