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Exhibit 31.2

CERTIFICATIONS

I, Richard (Xuxin) Shao, certify that:

|1. | I have reviewed this annual report on
        Form 10-KSB of Sterling Group Ventures, 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 registrant'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(e)) and internal control over financial
        reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f))
        for the small business issuer and we have:
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|5. | The small business issuer's other certifying
        officer 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 function):                                                       
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                    
|  

| |  | /s/ Richard (Xuxin) Shao
| |  | ------------------------
| |  | Richard (Xuxin) Shao    
| |  | President & CFO         
| |  | Date: September 7, 2004 

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