EXHIBIT 31.2

                                  CERTIFICATION

      I, Liu Hua, certify that:

1.    I have reviewed this annual report on Form 10-KSB of American Dairy, Inc.

2.    Based on my  knowledge,  this  annual  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 annual 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  annual
      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-14 and 15d-14) for the  registrant  and
      have:

            a) designed such  disclosure  controls and procedures 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 annual
            report is being prepared;

            b)  evaluated  the  effectiveness  of  the  registrant's  disclosure
            controls  and  procedures  as of a date  within 90 days prior to the
            filing date of this annual report (the "Evaluation Date"); and

            c)  presented  in this  annual  report  our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed,  based on
      our most recent  evaluation,  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  in the  design  or  operation  of
            internal  controls  which could  adversely  affect the  registrant's
            ability to record, process,  summarize and report financial data and
            have   identified  for  the   registrant's   auditors  any  material
            weaknesses in internal controls; and

            b) any fraud,  whether or not material,  that involves management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6.    The registrant's  other  certifying  officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other  factors  that could  significantly  affect  internal
      controls  subsequent to the date of our most recent evaluation,  including
      any  corrective  actions  with  regard  to  significant  deficiencies  and
      material weaknesses.

Date: March 30, 2005
                                            By: /s/ Liu Hua
                                                --------------------------------
                                                Liu Hua
                                                Chief Financial Officer,
                                                Principal Accounting
                                                Officer, Secretary and Treasurer