CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Randolph S. Hudson, Chairman of the Board,
Chief Executive Officer, President, Secretary, Treasurer, and Chief Financial
Officer certify that:

|1. | I have reviewed this Quarterly Report for the Quarterly
      Period ended June 30, 2005 on Form 10-QSB of Cartoon Acquisition,
      Inc.;                                                                                                                                                                                                                                                
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|2. | Based on my knowledge, this quarterly 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 conditions, 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)) and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) 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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|   | d)                                                                                                                                                                                                                                                                                                                                                                                         
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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)                                                                                                                                                                                                                                                                                                                                                                                         
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CARTOON ACQUISITION, INC.



| | /s/ Randolph S.
      Hudson____________________________________Randolph S.
      HudsonChief Financial Officer
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|Dated:
      February 18, 2006
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