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CERTIFICATIONS

I, Aileen Lloyd, Chief Financial Officer of Carleton Ventures Corp., certify
  that;

|(1) | I have reviewed this annual
        report on Form10-KSB of Carleton Ventures Corp.;                                                                                                                                                                                                                                                      
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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;
|(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 Registrant as of, and for,
        the periods presented in this report;                   
|(4) | The registrants other
        certifying officers 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 registrant and have:                                                                                      
|    | a)                                                                                                                                                                                                                                                                                                                                        
|    | b)                                                                                                                                                                                                                                                                                                                                        
|    | c)                                                                                                                                                                                                                                                                                                                                        
|(5) | The registrants other
        certifying officer(s) and I have disclosed, based on our most recent evaluation
        of the internal control over financial reporting, to the registrants
        auditors and the audit committee of registrants board of directors
        (or persons performing the equivalent functions):        
|    | a)                                                                                                                                                                                                                                                                                                                                        
|    | b)                                                                                                                                                                                                                                                                                                                                        

|Date:  | March 18, 2004         
|------ | -----------------------
|       |                        
|       | /s/ Aileen Lloyd       
|By:    | Aileen Lloyd           
|Title: | Chief Financial Officer

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