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 EXHIBIT
        31.2: Rule 13a-14(a) Certification - CFO
 
 I,
        Zhang
        Chunman, certify that:
 
 1.  I
        have reviewed this quarterly report on Form 10-QSB of Shandong Zhouyuan Seed
        and
        Nursery Co., Ltd.;
 
 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;
 
 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 small business
        issuer as of, and for, the periods presented in
        this  report;
 
 4.  The
        small business issuer’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 small business issuer 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 small business issuer, 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 small business issuer’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 small business issuer’s internal
        controls over financial reporting that occurred during the small business
        issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
        quarter in the case of an annual report) that has materially affected, or
        is
        reasonably likely to materially affect, the small business issuer’s internal
        control over financial reporting; and
 
 5.  The
        small business issuer’s other certifying officers and I have disclosed, based on
        our most recent evaluation of internal controls over financial reporting,
        to the
        small business issuer’s auditors and the audit committee of the small business
        issuer’s board of directors (or persons performing the equivalent
        functions):
 
 a)  All
        significant deficiencies and material weaknesses in the design or operation
        of
        internal controls over financial reporting which are reasonably likely
        to  adversely affect the small business issuer’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 small business issuer’s internal controls over
        financial reporting.
 
 Date:
                  November 19, 2007
              /s/
                  Zhang ChunmanZhang
                  Chunman, Chief Financial Officer