EXHIBIT
      31.2





CERTIFICATION




I,
      Guangxin Tang, Chief Financial Officer of Golden Autumn Holdings, Inc.., certify
      that:





1. 
             I have reviewed this quarterly report on Form 10-QSB
      of Golden Autumn Holdings, Inc. for the fiscal quarter ended June 30,
      2007;





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 quarterly report, fairly present in
      all
      material respects the financial condition, results of operations and cash flows
      of the small business issuer as of, and for, the periods presented in this
      report;





4. 
           The small business issuer's other certifying officer(s) 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
      small business issuer 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 small business issuer is made known to us by others,
      particularly during the period in which this annual report is being
      prepared;





(b)         evaluated the
      effectiveness of the small business issuer's disclosure controls 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 small business issuer's internal control over financial
      reporting that occurred during the small business issuer's most recent fiscal
      quarter (the small business issuer's fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the small business issuer's internal control over financial
      reporting; and





5. 
           The small business issuer's other certifying officer(s) and
      I have disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small business issuer'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 small business issuer'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 small business issuer's internal control over financial
      reporting.




Dated:
      August 20, 2007




*/s/ Guangxin Tang*Guangxin TangChief Financial Officer