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| 1.     | I                    have reviewed this report on Form 10-KSB for year ended December                    31, 2006                    of Camelot Entertainment Group, Inc.                                                                                                                                                                                                                                                                                                                      |
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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 in order                    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 condition, 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.     | I                    am responsible for establishing and maintaining disclosure controls                    and                    procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))                    for                    the small business issuer and have:                                                                                                                                                                                                         |
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|   | 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 small business issuer,                    including                    its consolidated subsidiaries, is made known to us by others                    within those                    entities, particularly during the period in which the annual                    report is                    being prepared; |
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | evaluated                    the effectiveness of the small business issuer’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 report based on such evaluation;                    and |
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|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | disclosed                    in this report any change in the small business issuer’s internal control                    over financial reporting that occurred during the small business                    issuer’s                    most recent fiscal quarter (the small business issuer’s fourth fiscal                    quarter in the case of an annual report) that has materially                    affected, or                    is reasonably likely to materially affect the small business                    issuer’s                    internal control over financial reporting; |
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| 5.     | 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 small business issuer’s board of directors (or persons                    performing the equivalent function):                                                                                                                  |
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|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | all                    significant deficiencies and material weaknesses in the design                    or                    operation of internal control over financial reporting which                    are                    reasonably likely to adversely affect the small business issuer’s ability                    to record, process, summarize and report financial information;                    and |
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | any                    fraud, whether or not material, that involves management or other                    employees who have a significant role in the small business issuer’s                    control over financial reporting. |

| Date:                    April 13, 2007 | By:                    /s/                    George                    Jackson,                          |
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|                                    |          George                    Jackson,                  |
|                                    |                             Director, Chief                    Financial Officer |