Exhibit
              31.2
   CERTIFICATION
              PURSUANT TO
 SECTION
              302 OF THE SARBANES-OXLEY ACT OF 2002
   I,
Michelle
              R. Sherman,Principal
              Accounting and Financial Officerof eTelcharge.com, Inc. (the “small
              business issuer”), certify that:
  1.
              I have
              reviewed this annual report on Form 10-KSB of the small business issuer;
  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)) and internal control over
              financial
              reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
              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 my supervision, to ensure
              that
              material information relating to the small business issuer, including
              its
              consolidated subsidiaries, is made known to me 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 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; 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
              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: November
                  2, 2006
                By:
                /s/ Michelle
                  R. ShermanMichelle
                    R. Sherman, Director,
                  (Principal
                    Accounting and Financial Officer)