EXHIBIT 31.2


       CERTIFICATION OF MICHAEL H. MCILVAIN, EXECUTIVE VICE PRESIDENT AND
            CHIEF FINANCIAL OFFICER, PURSUANT TO RULE 13a-14(a) UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934


I, Michael H. McIlvain, certify that:

1.   I have reviewed this Annual Report on Form 10-K of Golden Chief 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
     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 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)) for the registrant and have:

5.   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 report is being
     prepared;

6.   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

7.   Disclosed in this report any change in the registrant's internal control
     over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) that occurred during the registrant's fourth fiscal quarter that
     has materially affected, or is reasonably likely to materially affect, the
     registrant's internal control over financial reporting; and

8.   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 registrant's board of
     directors (or persons performing the equivalent functions):

9.   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

10.  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.

August 11, 2005                                  /s/ MICHAEL H. MCILVAIN
                                                     ---------------------------
                                                 Michael H. McIlvain
                                                 Senior Vice President and Chief
                                                 Financial Officer,
                                                 Golden Chief Resources, Inc