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EXHIBIT 31.2



I, Lu Anli, certify that:

1.   I  have  reviewed  this  quarterly  report  of  TOP  Group  Holdings, Inc.;

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;  and

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  registrant  as  of,  and  for, the periods presented in this
     report.

4.   The  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)) 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,  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)  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

               c)  disclosed  in  this  report  any  change  in the registrant`s
          internal  control  over  financial  reporting that occurred during the
          registrant`s  most  recent  fiscal  quarter  (the  registrant`s fourth
          fiscal  quarter  in  the case of an annual report) that has materially
          affected,  or  is  reasonably  likely  to  materially  affect,  the
          registrant`s  internal  control  over  financial  reporting;  and

5.   The registrant`s other certifying officer(s) 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 the 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.




     Dated:  August 19, 2003                       By: /s/ Lu Anli
                                                       ---------------------
                                                   Lu Anli
                                                   Secretary and Treasurer
                                                   (Principal Financial and
                                                   Accounting Officer)





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