CERTIFICATION
OF THE ACTING PRINCIPAL FINANCIAL OFFICER


PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





I,
Guosheng Xu, certify that:





1.           I
have reviewed the quarterly report on Form 10-Q for the quarter ended September
30, 2008 (the “Report”) of Zhaoheng Hydropower Company;





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 quarterly 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 registrant as of, and
for, the periods presented in this quarterly report;





4.           The
registrant’s other certifying officers 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 registrant 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 registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;





b)           designed
such internal control over financial reporting, or caused such 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;





c)           evaluated
the effectiveness of the registrant’s disclosure controls and procedures and
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by
this quarterly report based on such evaluation; and





d)           disclosed
in this quarterly report any change in the registrant’s internal control over
financial reporting that 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 officers 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 equivalent functions):





a)           all
significant deficiencies and internal weaknesses in the design or operation of
internal controls 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.











/s/ Guo Sheng
      XuGuo
      Sheng Xu, Acting Principal Financial Officer