EXHIBIT
          31.2: Rule 13a-14(a) Certification - CFO
 
 I,
          Sanncy
          Zeng, 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:
                    May 18, 2007
                /s/
                    Sanncy
                    ZengSanncy
                    Zeng, Chief Financial Officer   *    
            *     *     *   
 *