**Exhibit 31.2**

 

**MGCC Investment Strategies, Inc.**

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****CERTIFICATIONOF CHIEF FINANCIAL OFFICER****

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****PURSUANTTO THE SECURITIES EXCHANGE ACT OF 1934, RULES 13a-14 AND 15d-14****

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****ASADOPTED PURSUANT TO SECTION 302 OF THE****

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****SARBANES-OXLEYACT OF 2002****

 

In connection with theAnnual Report of MGCC Investment Strategies, Inc. (the “Company”) on Form10-KSB for the period ended December 31, 2004 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), I, Ye Chen, ChiefFinancial Officer of the Company, certify pursuant to Rules 13a-14 and 15d-14of the Securities Exchange Act of 1934, as adopted pursuant to Section 302of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

1. I have reviewedthis Annual Report on Form 10-KSB for the year ended December 31, 2004, ofthe registrant;

 

2. Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report; and

 

3. Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report.

 

4. The registrant’sother certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inSecurities Exchange Act of 1934 Rules 13a-14 and 15d-14) for the registrant andhave:

 

d.              designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

 

e.               evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this annual report (the “EvaluationDate”); and

 

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f.                 presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing the equivalent function):

 

c.               all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

d.              anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls; and

 

6. The registrant’sother certifying officer and I have indicated in this annual report whether ornot there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 
| By:                                   | /s/ Ye Chen |   |
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| Ye Chen, Principal  Financial Officer |

 

March 29, 2005

 

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