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CERTIFICATION PURSUANT TO SECTION
  302

OF THE SARBANES-OXLEY ACT OF 2002

I, Alexander Chen, certify that:

|1. | I have reviewed this annual report of Wood Products,
        Inc.;                                                                                                                                                                                                                                                                        
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|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;
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|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
        officer(s) and I are responsible for establishing and maintaining disclosure
        controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
        15d-15(3)) 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 the report is being prepared;                                                   
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| | 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 control 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
        officer(s) and I have disclosed, based on our most recent evaluation of
        internal control 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):
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| | a. | All significant deficiencies and material weaknesses
        in the design of operation of internal control 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
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|
| | 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 control over financial reporting.                                                                                                               

Date: August 15, 2005

/s/ Alexander Chen
  Alexander Chen, CFO

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