EXHIBIT 31.2

                        Certification of CFO Pursuant to
                 Securities Exchange Act Rules 13a-14 and 15d-14
                             as Adopted Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark Oldham, certify that:

         1.       I have  reviewed  this  quarterly  report  on Form  10-QSB  of
National Coal Corp.;

         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 quarterly 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;

         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
small business issuer and have:

                  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 this report is
being prepared;

                  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

                  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; and

         5.       The small business issuer's other certifying  officer(s) and 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 the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent function):

                  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

                  b)       Any  fraud,  whether or not  material,  that involves
management or other employees who have a significant  role in the small business
issuer's internal control over financial reporting.

Date:  August 15, 2005

                                     /s/ Mark A. Oldham
                                     -----------------------
                                     Mark A. Oldham
                                     Chief Financial Officer