EX. 31.2

                    CERTIFICATION BY CHIEF FINANCIAL OFFICER,
                 DAVID LAUDEMAN, PURSUANT TO U.S.C SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002.

I, David Laudeman, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of iCarbon Corporation

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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-15) for the registrant and have: a) designed
such disclosure controls and procedures or caused such disclosure controls and
procedures to be designed under my supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
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 and
presented in this report my 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 (the "Evaluation Date"); and c) disclosed in
this report any changes in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on my
most recent evaluation of the Registrant's internal controls, 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) all
significant deficiencies and weaknesses 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 over financial
controls.





September 13, 2006                        By:  /s/ David Laudeman
                                               ------------------
                                               Chief Financial Officer