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.
  May 19,
      2008
            /s/ David
      Fulton
              David Fulton
              Chief Financial Officer
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