**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 March 31, 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:
        May 21, 2007
  /s/
        Guangxin Tang
 
 Guangxin
        Tang
 Chief
        Financial Officer