**EXHIBIT        12.2**

**13a-14 CERTIFICATION**

I, Brian C. Irwin, Chief Financial Officer of Brazauro Resources        Corporation, certify that:

1. I have reviewed this Annual Report on Form 20-F of Brazauro Resources        Corporation (the “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 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 operation and cash flow of the Company as of, and for, the periods        presented in this report;

 

4. The registrant’s 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 Company 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 Company, 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 internal control 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 Company'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 Company'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, to 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        Company's auditors and the Audit Committee of the Company'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 Company'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 Company's internal control over financial        reporting.

 

 

| Dated: May 29, 2008 | /s/ Brian C. Irwin

Brian C. Irwin

Chief Financial Officer |
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