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EXHIBIT 31.1


                                  CERTIFICATION

         I, Wang Yan Quan , certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of AP Henderson
Group.;

         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
registrant as of, and for, the periods presented in this quarterly report,
except as noted by our independent auditor as follows:

The financial statements for inception to date do not contain the discontinued
operations of the Company's foreign subsidiaries disposed of prior to January 1,
2004. The independent auditor was unable to satisfy itself as to the income
(loss) on discontinued operations or gain (loss) on the disposal of the HMCS and
Jingbo subsidiaries in the rescission of the acquisition agreement. Accordingly,
the income statement and statement of cash flows from June 13, 1994 (inception)
through June 30, 2005 are not considered to be in conformity with accounting
principles generally accepted in the United States of America.

         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-14 and 15d-14) for the registrant. The Company and its
Board of Directors are currently reevaluating the Company's internal controls
over financial reporting in light of the rescission of the HMCS merger. The
Company rescinded the merger after discovering that the HMCS subsidiary,
headquartered in China, had reported inaccurate financial information to the
Company regarding its operations and financial condition. Upon learning that
inaccurate information had been reported, the Board of Directors immediately
launched an investigation which is still ongoing), dismissed the responsible
officers, and immediately reported these circumstances in Form 8-K, filed
December 16, 2004. The Company views the HMCS situation as highly unusual, and
is pursuing action against HMCS and its officers for breach of fiduciary duty,
possible fraud and other misconduct. The Company's accountant is working with
the Company to review and strengthen the Company's internal controls over
financial reporting.

         5. We have disclosed, based on our most recent evaluation, to the
registrant's auditors and board of directors:

         a.       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; 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; and

         6. We have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

DATED this 23 day of August, 2005.


                                                    /s/ Wang Yan Quan
                                                    -----------------------
                                                    Wang Yan Quan
                                                    Chief Financial Officer