Exhibit31.2
 
 Rule 13a-14(a)/15d-14(a)
Certification
 
 I, Adam Wasserman, certify
that:
 
 1.    I have
reviewed this annual report on Form 10-K for the year ended December 31, 2008 of
Lotus Pharmaceuticals, Inc.;
 
 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 circumstancesunder which such statements weremade, 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 registrant as of, and for, the
periods presented in this
report;
 
 4.    The
registrant’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
overfinancial 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, toensure 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 report is being prepared;
 
 b.    Designed such
internalcontrol 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;
 
 c.    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; and
 
 d.    Disclosed in
this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s mostrecent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of
an annual report) 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(s) 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 the registrant’s board of directors (or persons
performing the equivalent functions):
 
 a.    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 registrant’s ability to record, process, summarizeand 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.
  April 15, 2009
                
                /s/ Adam
      WassermanAdam Wasserman, Chief Financial
      Officer