Exhibit 31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                       PURSUANT TO RULES 13a-14 AND 15d-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

            I, Liang Liao, Chief Financial  Officer of China Finance,  Inc. (the
"Registrant"), certify that:

            1. I have  reviewed  this  quarterly  report on Form  10-QSB for the
period ended March 31, 2005, of the Registrant.

            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 report.

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

            4.  The  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)) 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 my  supervision,  to
ensure that  material  information  relating to the  Registrant,  including  its
consolidated subsidiaries,  is made known to me by others within those entities,
particularly during the period in which this 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; and

            (c) Disclosed in this report any change in the Registrant's internal
control over financial  reporting  that occurred  during the  Registrant's  most
recent 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 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 fulfilling the equivalent function):

            (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, 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/ Liang Liao
Dated: May 9, 2005                                      -----------------------
                                                         Liang Liao
                                                         Chief Financial Officer