**Exhibit 31.2**




**OFFICER’S
      CERTIFICATE**


**PURSUANT
      TO SECTION 302***




I,
      James
      C. Marshall, certify that:




1.
      I have
      reviewed this Form 10-KSB for the year ended March 31, 2007 of EMTA
      Holdings, Inc.;




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 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) Omitted;




(c) 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




(d) 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
      functions):




(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 14, 2007By:
            /s/
                James C. MarshallName:James
                C. MarshallTitle: Chief
              Financial Officer




*The
      introductory portion of paragraph 4 of the Section 302 certification that
      refers to the certifying officers’ responsibility for establishing and
      maintaining internal control over financial reporting for the company, as well
      as paragraph 4(b), have been omitted in accordance with Release No. 33-8760
      (December 15, 2006) because the compliance period has been extended for
      small business issuers until the first fiscal year ending on or after
      December 15, 2007.