Exhibit
31.2


Certification
of Principal Financial Officer


Pursuant
to Rule 13a-14(a)/15d-14(a)


of
the Securities Exchange Act of 1934





I, Yibin
Yang, certify that:





1.
            I have reviewed this quarterly
      report on Form 10-Q for the period ended December 31, 2008 of Tongli
      Pharmaceuticals (USA), Inc.





2.
            Based on my knowledge, this
      quarterly 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
      quarterly 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 quarterly
      report.





4.
            The registrant’s other certifying
      officer 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
      Exchanges Act rules 13-a15(f) and 15d-15(f)) 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)           designed such internal controls over
financial reporting, or caused such internal controls over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles.




(c)           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





(d)           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 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 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 registrant’s board of
      directors:




(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:
      February 11, 2009
                                                                By:
                                                                /s/
      Yibin YangName:   Yibin
      YangTitle:     Chief
      Financial
Officer