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-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 statements for external purposes in accordance with
               generally  accepted  principals.

          (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 (the registrants
               fourth  fiscal  quarter in the case of an annual report) 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:

                                       33
<PAGE>

          (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:  February 15, 2010

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


                                       34