**EXHIBIT
      31.2**





**CERTIFICATION
      PURSUANT TO SECTION**


**302
      OF THE SARBANES OXLEY ACT**






I,
      Jean
      Jin, certify that:





(1)
      I
      have reviewed this annual report on Form 10-KSB of Gold Rock Resources,
      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 circumstances under which such statements wer 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 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;





(4)
      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)) * for the small business
      issuer 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 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;





(b)
      *;





(c)
      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





(d)
      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





(5)
      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):








(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 small


business
      issuer'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 small business issuer's
      internal control over financial reporting.





**Gold
                Rock
                Resources, Inc.**Date: July 26,
                2007
              By:
              /s/ Jean
                JinJean
                JinTitle Chief
                Financial Officer


*
      Indicates material omitted in accordance with SEC Release Nos. 33-8238 and 34-47986.