Exhibit 31.2

 

**CERTIFICATION PURSUANT TO RULE 13A-14 OFTHE SECURITIES EXCHANGE ACT OF 1934**

**AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

 

I, Guoqi Deng, Chief Executive Officer of the registrant, certifythat:

 

1. I have reviewed this Amendment No.3 to Annual Report on Form 10-K/A for the fiscal year ended May 31, 2016 of ChineseInvestors.com, Inc. (the “Registrant”);

 

2. Based on my knowledge, this reportdoes 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 thisreport;

 

3. Based on my knowledge, the financialstatements, 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 Registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15I) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure thatmaterial information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others withinthose entities, particularly during the period in which this report is being prepared;

 

b) Designed such internalcontrol over financial reporting, or caused such internal control over financial reporting to be designed under my supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectivenessof the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectivenessof 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 reportany change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s mostrecent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on my mostrecent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of theRegistrant’s board of directors (or persons performing the equivalent functions): 

a) All significant deficienciesand material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether ornot material, that involves management or other employees who have a significant role in the Registrant’s internal controlover financial reporting.

 

 

Date: February 21, 2017