**EXHIBIT
      31.2**





I,
      Lui
      Chi Keung, Chief Financial Officer certify that:





1.
      I have
      reviewed this annual report on Form 10-KSB of China Digital Media
      Corporation.





2.
      Based
      on my knowledge, the 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 annual report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this annual 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 annual report;





4.
      The
      registrant's other certifying officers and I am responsible for establishing
      and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-15(c) and 15d-(e)) for the registrant and have:





a)
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this annual report is being prepared;





b)
      evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this annual
      report ("Evaluation Date"); and





c)
      presented in this annual report our conclusions about the effectiveness of
      the
      disclosure controls and procedures based on our evaluation as of the Evaluation
      Date;





5.
      The
      registrant's other certifying officers and I have disclosed, based on our most
      recent evaluation, to the registrant's auditors and the audit committee of
      registrant's board of directors (or persons performing the equivalent
      functions):





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 (all of which do not apply);
      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 (all of which
      do
      not apply); and





6.
      The
      registrant's other certifying officers and I have indicated in this quarterly
      report whether 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 (all of which do not
      apply).





Date:
      February 13, 2006











/s/
      Lui Chi Keung


Lui
      Chi
      Keung


Chief
      Financial Officer