Exhibit 31.2


                            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-QSB 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)) 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)  [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

     (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:   November 14, 2007



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


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