EXHIBIT
31.2: Rule 13a-14(a) Certification
 
 I, Du
Song, certify that:
 
 1.  I
have reviewed this quarterly report on Form 10-Q of Xinyinhai Technology,
Ltd.;
 
 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 under which such statements were made, not misleading
with respect to the period covered by this  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 officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) and internal controls over financial reporting (as defined in
Exchange Act Rules 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)  Designed
such internal controls over financial reporting, or caused such internal
controls over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
  c)  Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of 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 report any change in the small business issuer’s internal
controls 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 issuer’s other certifying officers and I have disclosed, based on
our most recent evaluation of internal controls 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 and material weaknesses in the design or operation of
internal controls 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 controls over
financial reporting.
 
 Date:
      August 12, 2008
              /s/ Du SongDu
      Song, Chief Financial Officer
 
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