SECTION
302 CERTIFICATION PURSUANT TO SARBANES-OXLEY ACT OF 2002
  I, Li Li,
Chief Financial Officer of Tongli Pharmaceuticals (USA), Inc. hereby certify
that:
  1.           I
have reviewed this Annual Report on Form 10-K of Tongli Pharmaceuticals (USA),
Inc.;
  2.           Based
on my knowledge, this Annual 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 Annual
Report;
  3.           Based
on my knowledge, the financial statements, and other financial information
included in this Annual Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this Annual Report;
  4.           The
Registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15 and 15d-15(e)) for the Registrant and we 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 Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this Annual Report is being prepared;
  (b)           designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
  (c)           evaluated
the effectiveness of the Registrant’s disclosure controls and procedures and
presented in this Annual 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
  (d)           disclosed
in this Annual Report any change in the Registrant’s internal control over
financial reporting that occurred during the Registrant’s most recent quarter
that has materially affected, or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting; and
  5.           The
Registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrant’s auditors and to the audit committee of
Registrant’s board of directors (or persons performing the equivalent
function):
  (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 Registrant’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 Registrant’s internal controls.
 
 Dated:
July 15, 2009
  /s/
      Li LiLi
      LiChief
      Financial Officer