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Exhibit 31.2

CERTIFICATION PURSUANT TOSECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Bryan Markert, certify that:

|1. | I have reviewed this quarterly report on Form 10-QSB of
      Carolyn River Projects Ltd.;                                                                                                                                                                                                                                                                 
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|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;                         
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|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 small business issuer as of, and for, the periods presented
      in this report;                                 
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|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:                                                                                     
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|   | (a)                                                                                                                                                                                                                                                                                                                                                        
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|   | (b)                                                                                                                                                                                                                                                                                                                                                        
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|   | (c)                                                                                                                                                                                                                                                                                                                                                        
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|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):
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|   | (a)                                                                                                                                                                                                                                                                                                                                                        
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|   | (b)                                                                                                                                                                                                                                                                                                                                                        

Date: October 15, 2007

/s/ Bryan Markert Bryan Markert, Secretary and Treasurer
(Principal Financial Officer)

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