**Exhibit
      31.2**




**CERTIFICATION**




I,
      Fangde
      Zhang, certify that:





1.
      I have
      reviewed this quarterly report on Form 10-QSB of Guilin Paper,
      Inc.;





2.
      Based
      on my knowledge, this annual 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 officer 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)) for the registrant and we 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 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 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;





c)  disclosed
      in this report any change in registrant's internal control over financial
      reporting the occurred during the registrant's most recent fiscal quarter that
      has materially affected, or is reasonably likely to materially affect, the
      registrant's internal control over financial reporting; and





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





a)  all
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely affect
      the registrant'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 registrant's internal control over financial
      reporting.





Date:
                November 14, 2007
            /s/
                Fangde ZhangFangde
                ZhangPrincipal
                Executive Officer