**Certifications**





I,
      Robert
      P. Atwell, certify that:





1.
      I have
      reviewed this quarterly report on Form 10-QSB Camelot Entertainment Group,
      Inc





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 quarterly
      report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly 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 quarterly report;





4.
      The
      registrant'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 registrant and we have:





a)
      Designed such disclosure controls and procedures to ensure that material
      information relating to the registrant is made known to us by others within
      those entities, particularly during the period in which this quarterly report
      is
      being prepared;





b)
      Evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and





c)
      Presented in this quarterly report our conclusions about the effectiveness
      of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;





5.
      The
      registrant's other certifying officers and I have disclosed, based on our most
      recent evaluation, to the registrant's auditors and the audit committee of
      registrant's board of directors (or persons performing the equivalent function):





a)
      All
      significant deficiencies in the design or operation of internal controls which
      could adversely affect the registrant's ability to record, process, summarize
      and report financial data and have identified for the registrant's auditors
      any
      material weaknesses in internal controls; and





b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant's internal controls; and





6.
      The
      registrant's other certifying officers and I have indicated in this quarterly
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses.





Date:
      August 15, 2005





/s/
      ROBERT P. ATWELL


Robert
      P.
      Atwell


President
      and Chief Executive Officer








***Page
          - 29***







**Certifications**





I,
      George
      Jackson, certify that:





1.
      I have
      reviewed this quarterly report on Form 10-QSB of Camelot Entertainment Group,
      Inc.:





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 quarterly
      report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have:





a)
      Designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, is made known to us by others within
      those entities, particularly during the period in which this quarterly report
      is
      being prepared;





b)
      Evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and





c)
      Presented in this quarterly report our conclusions about the effectiveness
      of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;





5.
      The
      registrant's other certifying officers and I have disclosed, based on our most
      recent evaluation, to the registrant's auditors and the audit committee of
      registrant's board of directors (or persons performing the equivalent function):





a)
      All
      significant deficiencies in the design or operation of internal controls which
      could adversely affect the registrant's ability to record, process, summarize
      and report financial data and have identified for the registrant's auditors
      any
      material weaknesses in internal controls; and





b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant's internal controls; and





6.
      The
      registrant's other certifying officers and I have indicated in this quarterly
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses.





Date:
      August 15, 2005





/s/
      GEORGE JACKSON


George
      Jackson


Chief
      Financial Officer