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                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Mei Qi Zhang, the Acting Chief Financial Officer of China Energy and Carbon
Black Holdings, Inc. (the "Company") certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of the Company for
         the period ended September 30, 2004;

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 Company as of, and for, the periods presented in this
         quarterly report;

4.       The Company'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)) for the Company
         and we have:

         a.       designed such disclosure controls and procedures, or caused
                  such disclosure controls or procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the Company, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

         b.       evaluated the effectiveness of the Company'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;

         c.       disclosed in this report any change in the Company's internal
                  control over financial reporting that occurred during the
                  Company's most recent fiscal quarter that has materially
                  affected, or is reasonably likely to materially affect, the
                  Company's internal control over financial reporting.

5.       The Company's other certifying officer and I have disclosed, based on
         our most recent evaluation of internal control over financial
         reporting, to the Company's auditors and the audit committee of
         Company's board of directors (or persons performing the equivalent
         function):

         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
                  Company'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
                  Company's internal control over financial reporting.

Date: November 22, 2004

/s/ Mei Qi Zhang
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Mei Qi Zhang
Chief Financial Officer