---

CERTIFICATIONS

I, Kurt Bordian, certify that;

|(1) | I have reviewed this Annual Report on Form 10-KSB of
      Copper Canyon Corp. (the Registrant);                                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                      
|(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 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 Registrant and have:                                                                          
|    |                                                                                                                                                                                                                                                                                                                                      
|    | a)                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                      
|    | b)                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                      
|    | c)                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                      
|(5) | The small business issuer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:  | October 13, 2006              | 
|------ | ----------------------------- | 
|       |                               | 
|       |                               | 
|       |                               | 
|       | /s/ Kurt Bordian              | 
|By:    | KURT BORDIAN                  | 
|Title: | Chief Financial Officer       | 
|       | (Principal Financial Officer) | 

---