**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 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, 2006 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: November
                  3, 2006
              By:
              /s/ Michelle
                  R. ShermanMichelle R. ShermanPrincipal
                    Financial Officer