Certification pursuant to the Sarbanes-Oxley Act of 2002

I, Michael C. Markwell, Principal Financial Officer of Karma
Media, Inc., certify that:

8.    This  annual report fully complies with the requirements  of
    Section 13 or 15(d) of the Securities Exchange Act of 1934 and
    that  the  information contained in this annual report  fairly
    presents, in all material respects, the financial condition and
    results of operations of the registrant;

9.    I  have reviewed this annual report on Form 10-KSB of  Karma
    Media, Inc.;

10.   Based  on my knowledge, this annual 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  annual
    report;

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

12.    The  registrant's  other  certifying  officer  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:
    d)   designed such disclosure controls and procedures to ensure
      that material information relating to the registrant is made known
      to us by others, particularly during the period in which this
      annual report is being prepared;
    e)   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 annual report ("Evaluation Date"); and
    f)   presented in this annual report our conclusions about the
      effectiveness of the disclosure controls and procedures based on
      our evaluation as of the Evaluation Date;

13.    The  registrant's  other  certifying  officer  and  I  have
    disclosed,  based  on  our  most  recent  evaluation,  to  the
    registrant's auditors and the audit committee of the registrant's
    board  of  directors  [or  persons performing  the  equivalent
    function]:
    c)   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
    d)   any fraud, whether or not material, that involves management
      or other employees who have a significant role in the registrant's
      internal controls; and

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

Date:     April 7, 2004

By:  /s/ Michael C. Markwell
     --------------------------
Michael C. Markwell, Principal Financial Officer