**Exhibit 31.2**

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

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

OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, XiaoBin Liu, Chief Financial Officer of Kubla Khan, Inc. (the“Registrant”), certify that:

 

1.  I have reviewed this annualreport on Form 10-KSB/A of Kubla Khan, Inc.

 

2.  Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report.

 

3.  Based on my knowledge, thefinancial statements, and other financial information included in the report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Registrant as of, and for, the periods,presented in the report.

 

4.  The other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-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) Evaluated the effectiveness of the Registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the Registrant’s internalcontrol over financial reporting that occurred during the Registrant’s mostrecent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the Registrant’s internal control over financial reporting;and

 

5.  The Registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the Registrant’s auditors and theaudit committee of the Registrant’s board of directors (or persons fulfillingthe equivalent function):

 

(a) All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely 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 orother employees who have a significant role in the Registrant’s internalcontrol over financial reporting.

 

Dated:  June 4, 2004

 
|   | /s/ XiaoBin Liu         |
|--------|-------------------------|
|   | XiaoBin Liu             |
|   | Chief Financial Officer |

 

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