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:

     (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:  May 14, 2010

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

                                       27