CERTIFICATION OF PRINCIPAL FINANCIAL OFFICERI, Randolph S. Hudson, Chief Financial Officer of Cartoon Acquisition, Inc., certify that:1.
     
     I have reviewed this Quarterly Report for the Quarterly Period ended September 30, 2005 on Form 10-QSB of CartoonAcquisition, Inc.;2.
     
     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state amaterial 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 allmaterial respects the financial conditions, results of operations and cash flows of the small business issuer as of, and for, theperiods presented in this report.4.
     
     The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:a)
     
     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this report isbeing prepared;b)
     
     Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principlesc)
     
     Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; andd)
     
     Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurredduring the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer'sinternal control over financial reporting; and5.
     
     The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer'sboard 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 reportingwhich are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and reportfinancial information; andb)
     
     Any fraud, whether or not material, that involves management or other employees who have a significant role in thesmall business issuer's internal control over financial reporting.




Dated: March 24, 2008

---