**EXHIBIT
        31.2**
 
 **CERTIFICATION
          OF CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT**
  **CERTIFICATIONS**
  I,
            Michelle R. Sherman, certify that:
  1.
            I have
            reviewed this quarterly report on Form 10-QSB/A of ETELCHARGE.COM, INC.,
            a
            Nevada Corporation;
  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 Registrant as of,
          and
          for, the periods presented in this report;
 
 4.
          The
          Registrant'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 registrant 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 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)
          Designed such internal control over financial reporting, or caused such
          internal
          control over financial reporting to be designed under our supervision,
          to
          provide reasonable assurance regarding the reliability of financial reporting
          and the preparation of financial statements for external purposes in accordance
          with generally accepted accounting principles;
  (c)
          Evaluated the effectiveness of the 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 Issuer's internal control over
          financial reporting that occurred during the Registrant's fiscal quarter
          ending March 31, 2007 that has materially affected, or is reasonably
          likely to materially affect, the Issuer's internal control over financial
          reporting.
  5.
          The
          Registrant's other certifying officer(s) and I have disclosed, based on
          our most
          recent evaluation of internal control over financial reporting, to the
          Registrant's auditor and the audit committee of the Registrant's board
          of
          directors (or persons performing the equivalent functions):
  (a) All
          deficiencies and material weaknesses in the design or operation of internal
          control over financial reporting which are reasonably likely to adversely
          affect
          the registrant'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 registrant's internal control over financial
          reporting.
 ETELCHARGE.COM,
                    INC.Date: May
                  25, 2007
              By:
              /s/ Michelle
                  R. ShermanMichelle R. ShermanPrincipal
                    Financial Officer