Exhibit 31.2
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                       CERTIFICATION UNDER RULE 13A-14(A)
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I, Henry Jung, certify that:

1.   I have reviewed and read this Quarterly Report on Form 10-QSB of Xinhua
     China Ltd.;

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 Xinhua China Ltd. as of, and for, the periods presented in this
     Quarterly Report;

4.   Xinhua China Ltd.'s other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for Xinhua China Ltd. 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 Xinhua
          China Ltd., including its subsidiary, is made known to us by others
          within that entity, particularly during the period in which this
          Quarterly 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 Xinhua China Ltd.'s disclosure controls
          and procedures and presented in this Quarterly 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 Quarterly Report any change in Xinhua China Ltd.'s
          internal control over financial reporting that occurred during Xinhua




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          China Ltd.'s fourth fiscal quarter that has materially affected, or is
          reasonable likely to materially affect, Xinhua China Ltd.'s internal
          control over financial reporting; and

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

     (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 Xinhua China Ltd.'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 Xinhua China Ltd.'s control
          over financial reporting.


Dated: November 22, 2004                     /s/ Henry Jung
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                                             Henry Jung, Chief Financial Officer
                                             and Director (Principal Financial
                                             Officer)