RULE
      13A-14(A)/15D-14(A) CERTIFICATION





I,
      Zhang Liwei, certify
      that:





1.           
      I have reviewed this annual report on Form 10-KSB of American Wenshen Steel
      Group, Inc.;





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 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 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(e)) and the internal control over financial reporting (as defined
      in
      Exchange Act Rule 13a-15(f) and 15d-15(f) 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 this
      report is being prepared;





b.           
      Evaluated the effectiveness
      of the
      small business issuer's disclosure controls and procedures and presented in
      this
      report our conclusions after 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 issuers 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):





a.           
      All significant deficiencies
      in
      the design or 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





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.





February
      11, 2008                                                                  /s/ Zhang Liwei


Zhang
      Liwei


Chief
      Financial
      Officer





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