Exhibit 31.2

                                CERTIFICATION OF
                           PRINCIPAL FINANCIAL OFFICER
                       PURSUANT TO RULES 13a-14 AND 15d-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

I, Jeff Gonzalez, certify that:

      I have reviewed this Form 10-KSB of National Lampoon, Inc. (the "Report")

      Based on my knowledge, the 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.

      Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of,
and for, the periods presented in the Report.

The Company's other certifying officers and I am responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the Company 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 Company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which the periodic report is being prepared;

(b) evaluated the effectiveness of the Company's disclosure controls and
procedures 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 annual report based on such evaluation; and

(c) disclosed in this Report any change in the Company's internal control over
financial reporting that occurred during the Company's most recent fiscal
quarter (the Company's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting; and

The Company's other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the Company's
auditors and to the audit committee of the board of directors (or persons
fulfilling the equivalent function):

      (i) all significant deficiencies in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely
      affect the Company's ability to record, process, summarize and report
      financial information; and

      (ii) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the Company's internal control
      over financial reporting.


Dated: November 14, 2006                 By: /s/ Jeff Gonzalez
                                             -----------------------------------
                                             Jeff Gonzalez
                                             Interim Chief Financial Officer &
                                             Principal Accounting Officer