Exhibit 31.2

           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Frank S. Yuan, the Chief Executive Officer of the Company, certify that:

          1)   I have  reviewed  this  quarterly  report  on  Form  10-QSB  (the
               "Quarterly  Report")  of  Cyber  Merchants   Exchange,   Inc.(the
               "Company");

          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 the Company as of, and for, the
               periods presented in this Quarterly Report;

          4)   The Company's other certifying  officer 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) for the
               Company 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 Company,  including its consolidated  subsidiaries is
                    made  known  to  us  by  others   within   those   entities,
                    particularly  during  the  period  in which  this  Quarterly
                    Report was being prepared;

               b.   Omitted;

               c.   Evaluated  the  effectiveness  of the  Company'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  Quarterly  Report  based  on such
                    evaluation; and

               d.   Disclosed  in  this  Quarterly  Report  any  change  in  the
                    Company's  internal  control over  financial  reporting that
                    occurred  during the Company's  most recent  fiscal  quarter
                    that has  materially  affected,  or is reasonably  likely to
                    materially  affect,  the  Company's  internal  control  over
                    financial reporting.

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

               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  Company'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
                    Company's internal control over financial reporting.


 Date: May 14, 2004

/S/ Frank S. Yuan
-----------------
Frank S. Yuan
Chief Financial Officer
(Principal Financial Officer)