Exhibit 31.2
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                            CERTIFICATION PURSUANT TO
                     SECURITIES EXCHANGE ACT RULE 13A-14(a)


I, Peter Lee, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Golden River
         Resources Corporation ("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 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 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
         controls 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 our supervision, to ensure that material
                         information relating to the Registrant, including their
                         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 controls over financial
                         reporting, or caused such internal controls 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
                         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 most recent fiscal quarter 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:

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                  (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.


Date:  14 November, 2008


                                        /s/ Peter Lee
                                        -------------------------------
                                        Name: Peter Lee
                                        Title:  Director, Secretary and
                                        Chief Financial Officer

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