I      have reviewed this Form 10-KSB of AMT Group,      Inc.;

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;

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;

The      small business issuer's other certifying officer(s) and I are      responsible for establishing and maintaining disclosure controls and procedures      (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control      over financial reporting (as defined in Exchange Act Rules 13a-15(f) and      15d-15(f)) for the small business issuer and have:

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;

Designed      such internal control over financial reporting, or caused      such internal control 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;

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

Disclosed      in this report any change in the small business issuer's      internal control 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

The      small business issuer's other certifying officer(s) and I have      disclosed, based on our most recent evaluation of internal control 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):

All      significant deficiencies and material weaknesses in the design      or operation of internal control 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

Any      fraud, whether or not material, that involves management or      other employees who have a significant role in the small business issuer's      internal control over financial reporting.

| Date:                                      April 18, 2008 |
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| /s/                Ms. Pak King Diu                                                                                                                                     |
| Ms.                Pak King Diu                                                                                                                                         |
| Chief                Financial Officer                                                                                                                                  |

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