**Exhibit 31.2**

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14

OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Yao Miao,Chief Financial Officer of Jasmine’s Garden (the “Registrant”), certify that:

 

1.  I have reviewed this annual report on Form10-KSB of Jasmine’s Garden.

 

2.  Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report.

 

3.  Based on my knowledge, the financialstatements, and other financial information included in the report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Registrant as of, and for, the periods, presented in thereport.

 

4.  The other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under my supervision, to ensure thatmaterial information relating to the Registrant, including its consolidatedsubsidiaries, is made known to me by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b)  Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

(c) Evaluatedthe effectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(d) Disclosedin this report any change in the Registrant’s internal control over financialreporting that occurred during the Registrant’s most recent fiscal quarter (theRegistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting; and

 

5.  The Registrant’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the Registrant’s auditors and the audit committeeof the Registrant’s board of directors (or persons fulfilling the equivalentfunction):

 

(a)   Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize andreport financial information; and

(b)   Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Registrant’s internal control over financialreporting.

 

Dated:  April 9, 2004

 
|   | /s/ Yao Miao             |   |
|--------|--------------------------|--------|
|   | Yao Miao                 |
|   | Chief  Financial Officer |

 

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