---

EXHIBIT 31.2

CERTIFICATIONS

I, Gerald W. Williams, certify that:

|1. | I have reviewed this periodic report on Form 10-QSB of
      The Stallion Group;                                                                                                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|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 under
      which such statements were made, not misleading with respect to the period
      covered by this 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 small business issuer as of, and for, the periods presented
      in this report;                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | The small business issuers registrant'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 internal control over financial reporting (as
      defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small
      business issuer and we have:
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | The small business issuers other certifying officer and
      I have disclosed, based on our most recent evaluation of internal control
      over financial reporting, to the small business issuers auditors and the
      audit committee of the small business issuer's board of directors (or
      persons performing the equivalent function):                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                         

Date: January
  25, 2006

/s/ Gerald W. Williams

Gerald W. WilliamsChief Financial Officer and Principal
Financial Officer

---