EXHIBIT
31.2





RULE
13A-14(A)/15D-14(A) CERTIFICATION





I, David Fulton, certify
that:





1.           I
have reviewed this quarterly report on Form 10-Q of Caspian International Oil
Corporation;





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 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 report, fairly present in all material respects the financial
condition, results of operations and cash flows of the issuer as of, and for,
the periods presented in this report;





4.           The
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)) and the internal control over financial reporting (as
defined in Exchange Act Rule 13a-15(f) and 15d-15(f) for the  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 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)  Designed
such internal controls over financial reporting, or caused such internal
controls 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 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





d)
Disclosed in this report any change in the small business issuer’s internal
controls 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
issuers other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to
the  issuer's auditors and the audit committee of the issuer's board
of directors (or persons performing the equivalent functions):





a.           All
significant deficiencies in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect
the  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 issuer's internal control over financial
reporting.





August
      14, 2008
            /s/ David
      FultonDavid
      FultonChief
      Financial Officer